Common use of Term Termination Clause in Contracts

Term Termination. a) This Agreement shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one (1) year and shall commence on the Effective Date and shall continue through December 31 of the current yearFebruary 3, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, 2000 and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to extended automatically, for so long as the payment terms indicated Executive remains employed by the Company hereunder, on the renewal invoice. CHORUS first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may electbe extended from time to time, being herein referred to as the "Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Except as provided below, the term of this Agreement shall commence on the Effective Date date hereof and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated terminate on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breachthird anniversary hereof. For the avoidance of doubt, failure any extensions provided below are subject to adhere the approval by the DOJ pursuant to a Funding Entity- selected embargo period the Final Judgment. (b) If Crown and its Affiliates have not completed the Brewery Expansion Plan on or prior to on the third anniversary hereof, Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to such date stating that despite the reasonable efforts of Crown and its Affiliates to complete such Brewery Expansion Plan, which statement shall not be deemed subject to review or challenge by Supplier, continuing supply of Product is required, the terms and provisions of this Agreement shall continue for an additional year, or such lesser period as Crown may set forth in the notice. Prior to the DOJ’s decision to approve or deny any extension as described in Section 8.1(a), Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be breach permitted by the DOJ. (c) If Crown and its Affiliates have not completed the Brewery Expansion Plan on or prior to the end of any additional term implemented pursuant to Section 8.1(b), Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to the end of such additional term stating that despite the reasonable efforts of Crown and its Affiliates to complete such Brewery Expansion Plan, which statement shall not be subject to review or challenge by Supplier, continuing supply of Product is required, the terms and provisions of this Agreement shall continue for an additional year, or such lesser period as Crown may set forth in the notice. Prior to the DOJ’s decision to approve or deny any extension as described in Section 8.1(a), the Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be permitted by the DOJ. (d) Under no circumstances shall the term of this Agreement exceed five (5) years. 8.2 Supplier may terminate this Agreement upon written notice to Crown following a Change of Control. Any such termination shall become effective on the sixtieth (60th) day after delivery of such notice to Crown. 8.3 Upon expiration of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months the obligations of the Effective Dateparties to supply and purchase Products shall terminate, shall be deemed but all rights and obligations accrued or relating to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk periods prior to the Publisher Memberdate of expiration shall continue and remain in full force and effect.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of date that is one (1) year after the current yeardate hereof, and thereafter shall on each anniversary of such date be deemed renewed according automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Publisher MemberManager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. a) This The Term of this Agreement shall commence on the Effective Date date first set out above and shall continue through December 31 in effect for a period of three (3) years, with the term automatically extending on the first and each subsequent anniversary of the current Agreement for one additional year, and thereafter shall be renewed according unless the Executive or the Company gives written notice to the terms other prior to any anniversary date that the Agreement will not be so extended; provided, however, upon the occurrence of a "Change in Control" as defined hereinbelow, this Agreement shall automatically renew for a term of three (3) years from the Change in Control Date, subject thereafter to further automatic renewal and/or notice of termination as provided above. This Agreement shall also terminate upon the occurrence of any of the then-current version following events: (a) the death or total disability of this Agreement the Executive (total disability meaning the failure of the Executive to perform his normal required services hereunder for a period of six consecutive twelve months during the term hereof by reason of the Executive's mental or physical disability) (12) month periods upon invoicing and payment of an annual membership renewal fee.a "Disability Termination Event"); (b) A renewal shall not require signature termination by the Company of the PartiesExecutive's employment hereunder for "Good Cause," which shall exist upon the occurrence of any of the following: (i) the Executive is convicted of, and shall be deemed pleads guilty to, or confesses to have occurred if Publisher Member pays its annual membership renewal fee according any felony or any act of fraud, misappropriation or embezzlement, (ii) the Executive engages in a fraudulent act to the payment terms indicated on material damage or prejudice of the renewal invoice. CHORUS may electCompany, in its sole discretion, or (iii) the Executive otherwise fails to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce comply with the terms of this Agreement against or deviates from any written policies or procedures of its membersthe Company, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status in either such case to the material detriment of the Company and, within 30 days after written notice from the Company of such failure or deviation, the Executive has not corrected such failure (in any such case, a "Good Cause Termination Event"); (c) termination by the Company of the Executive's employment hereunder for any reason other than as a member result of CHORUSa Good Cause Termination Event (a "No Cause Termination Event"); (d) termination by the Executive of the Executive's employment hereunder for "Good Reason", which shall mean (i) upon the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority or duties or responsibilities as contemplated by (S) 1 hereof or any other action by the Company that results in a material diminishment in such position, authority, duties or responsibilities, other than action or inaction on the part of the Company that is corrected by the Company within 30 days after receipt of written notice for failure to pay fees 90 days after such fees are due; thereof given by the Executive, (ii) upon written notice for any failure by the Company to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For comply with the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach terms of this Agreement, but failure including, without limitation, Sections 2 and 5 hereof, which is not corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, (iii) the Company's requiring the Executive to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months be based at any office or location more than 50 miles away from that at which the Executive is based as of the Effective Datedate of this Agreement; provided, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely Company may require travel reasonably consistent with CHORUS. f) Notwithstanding past practices in the foregoing, CHORUS reserves the right to temporarily suspend any part performance of the CHORUS Service Executive's responsibilities, or to temporarily or permanently remove links to (iv) any Article upon determination in CHORUS’s sole discretion that purported termination by the continuation of such aspect Company of the CHORUS Service Executive's employment pursuant to this Agreement other than as permitted herein, in each such case without the prior written consent of the Executive (generally or with respect to a specific member) or linking to in any such Article could result in legal risk to CHORUScase, without following the procedures outlined in Section 10(da "Good Reason Termination Event"). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination ; or (e) voluntary termination by the Publisher Member that Executive of the Article may infringe the rights of Executive's employment hereunder other than for "Good Reason" (as defined above) (a third party or otherwise present legal risk to the Publisher Member"Voluntary Termination Event").

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of the current yeardate that is one (1) year after May 15, 2013, and thereafter shall on each anniversary of such date be deemed renewed according automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Publisher MemberManager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of the Original Management Agreement (May 15) of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one year and shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, date hereof and shall be deemed extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month beginning January 1, 2000 for an additional one-month period (such period, as it may be extended from time to have occurred if Publisher Member pays its annual membership renewal fee according time, being herein referred to as the payment terms indicated on the renewal invoice. CHORUS may elect"Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This The performance of the Services under this Agreement shall commence on the Effective Distribution Date and shall continue through December 31 in full force and effect until the end of the current yearlast Service Period or the earlier date upon which this Agreement has been otherwise terminated in accordance with the terms hereof. (b) During the term of this Agreement, and thereafter Holdings may instruct Brink’s to discontinue providing certain Services or otherwise reduce its level of such Services upon giving Brink’s ten Business Days prior written notice. Upon the early termination of any Service pursuant to this Section 5(b) or upon the expiration of the applicable Service Period, following the effective time of the termination, Brink’s shall no longer be obligated to provide such Service, provided that Holdings shall be renewed according obligated to the terms of the thenreimburse Brink’s for any reasonable out-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed of-pocket expenses or costs attributable to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s such termination. (c) The Publisher Member Holdings may terminate this Agreement in its entirety upon ninety (90) 30 days prior written notice to Brink’s. (d) Either party to this Agreement shall have, in addition to any other rights and remedies it may have, the right to terminate this Agreement on 30 days’ prior written notice to the other, if the other party shall breach or default in the performance of any material provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within a 30 day period after receipt of such notice, but then this Agreement shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accruedcontinue in full force and effect. d(e) CHORUS has Brink’s shall have the right, but not the obligationnotwithstanding any other provisions of this Agreement, and in addition to any other rights and remedies it may have, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement forthwith and Publisher Memberat any time if Holdings becomes insolvent; or if Holdings files a petition in bankruptcy or insolvency; or if Holdings is adjudicated bankrupt or insolvent; or if Holdings files any petition or answer seeking reorganization, readjustment or arrangement of Holdings’s status as business under any law relating to bankruptcy or insolvency; or if a member receiver, trustee or liquidator is appointed for any of CHORUS, the property of Holdings and within 60 days thereof Holdings fails to secure a dismissal thereof; or if Holdings makes any assignment for the benefit of creditors; or in the event of government expropriation of any material portion of the assets of Holdings. (if) upon written notice for failure If Holdings shall fail to pay fees 90 days after such fees are due; (ii) upon written notice for failure any financial obligation to cure any other material breach of Brink’s incurred by it under this Agreement within ten days after notice from Brink’s, then Brink’s shall have the right, notwithstanding Subsection (10d) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach this Section 5 or any other provisions of this Agreement, but failure and in addition to adhere any other rights and remedies it may have, to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breachterminate this Agreement forthwith. e(g) CHORUS’s Board In any event, no termination, cancelation or expiration of this Agreement shall review and approve prejudice the right of either party hereto to recover any decision payment due at the time of termination, cancelation or expiration (or any payment accruing as a result thereof), nor shall it prejudice any cause of action or claim of either party hereto accrued or to terminate Publisher Member’s membership in CHORUS and participation in accrue by reason of any breach or default by the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUSother party hereto. f(h) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk provision herein to the Publisher Membercontrary, Sections 4 and 9 through 16 of this Agreement shall survive the termination of this Agreement.

Term Termination. (a) This Agreement The Employment Period shall commence end on the Effective Date and shall continue through December 31 third annual anniversary of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees date hereof; provided that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) the Employment Period shall terminate prior to such date upon written notice for failure to pay fees 90 days after such fees are dueExecutive's death, resignation or Disability; (ii) upon written notice the Employment Period may be terminated by the Company at any time prior to such date for failure to cure Cause or without Cause; (iii) the Employment Period may be terminated by Executive at any time for any reason (a "Voluntary Termination"); and (iv) unless each party is notified in writing within 30 days before the third annual anniversary of the date hereof or the end of a Renewal Period, the Employment Period shall automatically be extended for additional one year periods (each such period, a "Renewal Period"). (b) Upon (1) a Voluntary Termination of the employment relationship by Executive other material breach of this Agreement than within ten (10) business 10 days of notice a Good Reason Event or (2) termination of the Executive's employment relationship by the Company for Cause, prior to the end of the Employment Period (the "Term"), all future compensation or bonuses to which Executive would otherwise be entitled and all fixture benefits for which Executive would otherwise be eligible shall cease and terminate as of the date of such breach. For termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for the avoidance benefit of doubt, failure Executive prior to adhere to a Funding Entity- selected embargo period the date of termination shall not be deemed forfeited and shall be paid to Executive promptly. (c) Upon a termination of Executive's employment prior to the end of the Term other than (i) a termination by the Company for Cause or (ii) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event, the Executive shall be breach entitled, in consideration of this AgreementExecutive's continuing obligations hereunder after such termination (including, but failure without limitation, Executive's non-competition obligations), to adhere to a Publisher Member’s selfreceive his Base Salary, payable bi-selected Embargo Period within weekly, and fringe benefits, as if Executive's employment (which shall cease on the date of such termination) had continued for the twelve (12) months of following termination; provided that in the Effective Dateevent Executive's employment is terminated for the reasons set forth in clauses (i) or (ii) above, Executive shall be deemed required to be a material breach. euse his reasonable best efforts to obtain, as expeditiously as possible, employment with at least comparable salary and responsibilities commensurate with those set forth herein. In such event, Executive's right to receive the amounts and benefits set forth in this Section 9(c) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Serviceterminate. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves if Executive obtains employment in accordance with this Section 9(c) and the right salary to temporarily suspend any part be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)severance period. In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.MISCELLANEOUS PROVISIONS

Term Termination. a) This Agreement shall commence on upon the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership a renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the in a timely manner (as specified in a renewal invoice. CHORUS may electinvoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept late payment. Failure to make timely payment may in absence of a waiver from CHOR shall result in an automatic termination, effective as of the Publisher Member’s terminationend of the then-current term. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS CHOR may terminate this Agreement and Publisher Member’s status as a member of CHORUSCHOR and participation in the CHORUS Service, (i) upon written notice for failure to pay any fees 90 90-days after such fees are due; (ii) upon written notice for failure to cure any other a material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach. For breachFor the avoidance of doubt, failure to adhere to a Funding Entity- Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of after the Effective Datefirst year, shall be deemed to be a material breach. e) CHORUS. Except in the case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS CHOR and participation in the CHORUS Service. The As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; . The decision to so terminate, however, the decision to terminate shall rest solely with CHORUSCHOR. fe) Notwithstanding the foregoing, CHORUS CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUSCHOR’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSCHOR, without following the procedures outlined in Section 10(d10(c). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on upon the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership a renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the in a timely manner (as specified in a renewal invoice. CHORUS may electinvoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept late payment. Failure to make timely payment may in absence of a waiver from CHOR shall result in an automatic termination, effective as of the Publisher Member’s terminationend of the then-current term. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS CHOR may terminate this Agreement and Publisher Member’s status as a member of CHORUSCHOR and participation in the CHORUS Service, (i) upon written notice for failure to pay any fees 90 90-days after such fees are due; (ii) upon written notice for failure to cure any other a material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of after the Effective Datefirst year, shall be deemed to be a material breach. e) CHORUS. Except in the case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS CHOR and participation in the CHORUS Service. The As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; . The decision to so terminate, however, the decision to terminate shall rest solely with CHORUSCHOR. fe) Notwithstanding the foregoing, CHORUS CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUSCHOR’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSCHOR, without following the procedures outlined in Section 10(d10(c). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 10.1 This Agreement shall commence become effective on the initial Effective Date and shall continue through December 31 the obligations of the current yearparties hereunder shall not commence until the initial Effective Date. This Agreement may be terminated by either the Company and the Operating Partnership, acting together, or the Dealer Manager, upon 60 calendar days’ prior written notice. This Agreement shall automatically terminate upon the first to occur of any of the following events: (a) the later of (i) two years after the initial Effective Date of the Registration Statement, and thereafter shall be renewed according (ii) at the Company’s election, the date to which the terms Company is permitted to extend the Offering in accordance with the rules of the then-current version of this Agreement for consecutive twelve Commission as described in the Prospectus; (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature the termination of the PartiesOffering by the Company, and which the Company shall be deemed have the right to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, terminate in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. and absolute discretion at any time; (c) The Publisher Member may terminate this Agreement upon ninety the termination of the effectiveness of the Registration Statement; (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not liquidation or dissolution of the obligation, Company and (e) the date the Dealer Manager’s license or registration to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status act as a member of CHORUSbroker-dealer is revoked or suspended by any federal, (i) upon written notice for failure to pay fees 90 days after self-regulatory or state agency and such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement revocation or suspension is not cured within ten (10) business days of notice from the date of such breachoccurrence. 10.2 Upon the termination of this Agreement for any reason, the Dealer Manager shall (a) promptly forward all funds, if any, in its possession which were received from investors for the sale of Shares to the Company or such other party or account as the Company shall designate, (b) to the extent not previously provided to the Company, provide a list of all investors who have subscribed for or purchased Shares and all broker-dealers with whom the Dealer Manager has entered into a Participating Dealer Agreement, (c) notify all Participating Dealers of such termination, and (d) promptly deliver to the Company all records and documents in its possession which relate to the Offering and are not designated as dealer copies, including any sales literature designed for use specifically for the Offering that the Dealer Manager is then in the process of preparing. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Upon termination of this Agreement, but failure the Dealer Manager shall use its commercially reasonable best efforts to adhere cooperate with the Company and any other party that may be necessary to accomplish an orderly transfer to a Publisher Member’s self-selected Embargo Period within twelve (12) months successor entity of the Effective Date, shall be deemed operation and management of the services the Dealer Manager is providing pursuant to be a material breachthis Agreement. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however10.3 Upon expiration or earlier termination of this Agreement, the decision to terminate Company shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk pay to the Publisher MemberDealer Manager all compensation to which the Dealer Manager is or becomes entitled under this Agreement at such time as such compensation becomes payable.

Term Termination. a) a. This Supplemental Agreement shall commence on as of the Effective Date date first shown above, and shall continue through December 31 for an indefinite period until terminated in the manner prescribed in this paragraph. Not withstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to hold harmless shall survive such termination and remain in full force and effect. b. Any party may terminate this Supplemental Agreement without cause by (i) giving 30 days' written notice to the current year, other of such termination and thereafter (ii) giving a copy of such notice thereof to SPP. Notices to SPP shall be renewed according addressed to SPP at: Service Payment Plan, Inc., Attn: ▇▇. ▇▇▇▇▇▇ ▇. Hymen, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 230, Chicago, Illinois 60601. Notice may be mailed to the terms of the then-current version of address designated in this Supplemental Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to effective 30 days after the payment terms indicated on the renewal invoice. CHORUS may electdate of delivery or mailing, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s terminationwhichever is earlier. c) The Publisher Member may c. This Supplemental Agreement may, at the option of Administrator, terminate this Agreement immediately and without notice for cause upon ninety (90) days prior written notice, but shall not be entitled to a refund the occurrence of any fees that have been paid or waiver of any fees that have accrued.the following events: d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon Dealer's assignment or attempted assignment of this Supplemental Agreement or any portion of any interest in or any payment due under the Extended Payment Term Contracts without the expressed prior written notice for failure to pay fees 90 days after such fees are due; consent of SPP and Administrator; (ii) upon written notice The filing by Dealer of a voluntary petition in bankruptcy or execution by Dealer of an assignment for failure the benefit of creditors; (iii) The filing of a petition to cure any other have Dealer declared bankrupt, which is not vacated within 30 days; (iv) The material breach of any provision contained within this Agreement within ten Supplemental Agreement; and (10v) business days Dealer's acts of notice of such breach. For fraud, defalcation, dishonesty or intentional misrepresentation directed to Administrator, the avoidance of doubtInsurance Company, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementor SPP, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breachand their respective agents or employees. e) CHORUS’s Board shall review d. Dealer hereby agrees to at all times indemnify and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverhold Administrator, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding Insurance Company and SPP, and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of any and all claims, actions, or demands, whether well founded or not, that may be asserted against all or any of them by any Purchaser, or any third party, regarding the foregoingExtended Payment Terms Contracts and performance by Dealer thereunder, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links including but not limited to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally and all losses, judgments, defense costs or with respect to a specific member) other liabilities for cancellation refunds, or linking to any such Article could result in legal risk to CHORUSfor fraud, without following the procedures outlined in Section 10(d). In the event of any such suspension defalcation, dishonesty or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk intentional misrepresentation to the Publisher Memberextent the same are also directed to Administrator, the Insurance Company, SPP, or their agents, employees, successors or assigns.

Term Termination. (a) This Agreement The term of the Executive’s employment hereunder shall be one year and shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, date hereof and shall be deemed extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month beginning June 1, 2008, for an additional one-month period (such period, as it may be extended from time to have occurred if Publisher Member pays its annual membership renewal fee according time, being herein referred to as the payment terms indicated on the renewal invoice. CHORUS may elect“Term”), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Memberthe Executive’s status employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This The term of this Agreement shall commence on the Effective Date and continue until no Sales Orders remain in effect hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue through December 31 in force for one (1) year from the date of such Sales Order (“Initial Term”). To avoid unintended service interruptions, at the end of the current yearInitial Term, and thereafter at the end of each Renewal Term thereafter, the license term granted under each Sales Order shall be renewed according automatically renew for an additional one (1) year term (each, a “Renewal Term”), unless either party shall provide written notice to the terms other party, not less than sixty (60) days prior to such date of expiration, of its election not to renew such license term. The applicable Subscription Period or Initial Term and each Renewal Term are collectively referred to as the “Term.” This Agreement may be terminated by either party, at any time prior to the expiration of the then-current version Term if the other party has committed a material breach of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its membersobligations hereunder that has not been cured within thirty (30) days after receipt of written notice. This Agreement terminates automatically, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUSwith no further action by either party, if: (i) upon written notice a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for failure to pay fees 90 days after such fees are dueeither party or its property; (ii) upon either party proposes or is subject to a general compromise or arrangement with its creditors or any class of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a moratorium, rescheduling or reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated, wound up, or dissolved; or (v) Licensee breaches any obligation related to Licensor’s Intellectual Property rights which has not been cured within fourteen (14) days from written notice for failure pertaining to cure any other material such breach (or if incapable of this Agreement within ten (10) business days of being cured then immediately upon such written notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(dbeing given). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe license or this Agreement is terminated, all Sales Orders then in effect shall be immediately terminated. Within fifteen (15) days after termination Licensee shall irrevocably erase, or return to Licensor, the rights Software and the Documentation and all copies and portions thereof and shall provide written certification to Licensor that such destruction or return has been completed. Sections 4 (Limitation of a third party Warranty), 5 (Disclaimer), 6 (Indemnification), 8 (Limitations), 11 (Intellectual Property), 12 (Confidential Information), 17 (Term, Termination), 18 (Limitation of Liability), 20 (Miscellaneous) and 21 (Definitions) will survive the termination or otherwise present legal risk to the Publisher Memberexpiration hereof.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be two years and shall commence on the Effective Date November 1, 1999 and shall continue through December 31 of the current yearon November 1, and thereafter 2000 shall be renewed according extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month beginning December 1, 2000 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties"Term"), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that after November 1, 2000 on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement The obligations of the parties under this agreement shall commence on the Effective Closing Date as defined in the Purchase and Sale Agreement date and, subject to the termination provisions set forth in this Agreement, shall continue until the later of (1) the date which is 30 days after the official commencement of the operations of the NEPOOL spot markets for installed capacity, operable capacity, energy, spinning and non-spinning reserves and automatic generator control, as signified by the first day that resources are allowed to bid into each market on a non-trial or non-experimental basis, and 2) the Retail Access Date, but in no event will termination occur within six (6) months of the Closing Date. The Company will provide Seller on a monthly basis its most current 5 forecast of the Retail Access Date and shall continue through December 31 the commencement date of the current year, and thereafter shall be renewed according to the terms operations of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of NEPOOL spot markets. Notwithstanding the Partiesforegoing, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Company may terminate this Agreement at any time by providing six (6) months written notice but in no event will termination occur within six (6) months of the Closing Date. In addition, the applicable provisions of this Agreement shall remain in effect after termination hereof to the extent necessary to provide for final ▇▇▇▇▇▇▇▇, billing adjustments, and payments. In the event that Company has not completed the standard offer auction by the Retail Access Date, Seller and Company shall enter into good faith negotiations for an extension of this Agreement upon ninety written notification to Seller by Company, which notification shall occur no less than forty-five (9045) days prior written noticeto the Retail Access Date. The extension shall be on the same terms as this Agreement provided that the price and term may be modified. Notwithstanding the foregoing, but neither Seller nor Company shall not be entitled obligated to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms enter into an extension of this Agreement against any of its members, including Publisher MemberAgreement. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days In the event that the Retail Access Date has not occurred one year after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach effective date of this Agreement, but failure to adhere to Seller at its own discretion may apply for a Publisher Member’s self-selected Embargo Period within twelve (12) months cost of service tariff with FERC, which Company shall substitute for the Effective Date, shall be deemed to be a material breachrate in effect at that time if approved. e(b) CHORUS’s Board shall review and approve If the MDPU or any decision to terminate Publisher Member’s membership in CHORUS and participation reviewing court or governmental agency, imposes any condition, limitation or qualification under any provisions of law which, individually or in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as aggregate, precludes Company or Seller from performing this Agreement, then the Board may determine in precluded party may, at its good faith; howeveroption, the decision to terminate shall rest solely with CHORUSthis Agreement. f(c) Notwithstanding the foregoing, CHORUS reserves the obligations of the Parties under this Agreement are subject to and contingent upon receipt and approval (in each Party's sole discretion) of an order of the MDPU approving this Agreement and an order of the FERC accepting this Agreement. (d) Thirty (30) days prior to the expected termination date of this Transition Agreement Company will have the ability to exercise a "call option" for the installed Capacity of the Facilities. This call option will provide Company with the right to temporarily suspend any part contract for this installed Capacity for up to 12 months to satisfy requirements imposed upon it resulting from it being deemed a Load Serving Entity by the ISO-NE. This call option will be for up to the full Capacity value of the CHORUS Service or Facilities, less the amount of Capacity bid by Seller and accepted by Company to temporarily or permanently remove links serve Company's standard offer service. The amount of Capacity to any Article upon determination in CHORUS’s sole discretion that be contracted for and the continuation number of such aspect months for the term of the CHORUS Service purchase will be determined by Company upon exercising the option, and the price paid under the contract will be $8.00 (generally or with respect to a specific membereight dollars) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberper kW per month.

Term Termination. (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement. This Agreement shall commence continue indefinitely unless and until terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the Effective Date and shall continue through December 31 effective date of the current year, and thereafter shall be renewed according to termination referenced in the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal feenotice. (b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Agreement upon ninety (90) days prior written noticeSection 6(b), but the Executive shall not be entitled to a refund receive (A) the earned but unpaid portion of any fees that have been paid or waiver Executive's Basic Salary and pro rata portion of any fees that have accrued. d) CHORUS has Executive’s bonus, if any, through the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are dueTermination Date; (iiB) upon written notice for failure to cure any other material breach over a period of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Effective DateCompany, which shall be deemed to be a material breachpaid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. e(c) CHORUS’s Board shall review and approve any decision to The Company may terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article Executive's employment immediately upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member Company that "Cause" exists for Executive's termination and the Article may infringe Company serves written notice of such termination upon Executive. As used in this Agreement, the rights term Cause shall refer only to any one or more of the following grounds: (i) commission of a third party material and substantive act of theft, including, but not limited to, misappropriation of funds or otherwise present legal risk any property of the Company; (ii) intentional engagement in activities or conduct clearly injurious to the Publisher Memberbest interests or reputation of the Company which in fact result in material and substantial injury to the Company; (iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure; (iv) gross insubordination by Executive, which shall consist only of a wilful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e)); (v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and Executive's failure to cure such violation within such 30 day period); (vi) Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; (vii) the final and un-appealable conviction of Executive of a crime which is a felony or a misdemeanour involving an act of moral turpitude, or a misdemeanour committed in connection with his employment by the Company, which causes the Company a substantial detriment.

Term Termination. Notwithstanding any provision(s) in this Agreement to the contrary, Employee’s employment with the Company shall be on an “at will” basis, meaning that either party hereto may terminate the Employee’s employment with the Company at any time and for any reason; provided, that, the terminating party provides at least sixty (60) days advance written notice. Upon termination of Employee’s employment hereunder for any reason whatsoever, all obligations of the Company hereunder shall cease upon such termination, except (a) This Agreement its obligation to pay the base salary set forth in Section 3 through the date of such termination prorated through the date of such termination, and (b) its obligations to provide the benefits set forth in Section 6 through the date of such termination and to comply with any and all state and federal laws and regulations applying to such benefits. In addition to the foregoing, in the event of a termination of Employee’s employment with the Company for any reason other than for cause (as defined below) or the resignation of Employee, in addition to the other obligations payable to Employee pursuant to the preceding sentence, Employee shall commence be entitled to receive as severance hereunder his base salary for an additional sixty (60) days from the date of termination. For purposes hereof the term “cause” shall mean: (i) the Employee’s theft or falsification of any the Company’s documents or records; (ii) the Employee’s improper use or disclosure of the Company’s Confidential Information; (iii) any action by the Employee which has a detrimental effect on the Effective Date and shall continue through December 31 of Company’s reputation or business; (iv) the current yearEmployee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and thereafter shall be renewed according a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Employee of any agreement between the Employee and the Company related to the Employee’s employment with the Company, which breach is not cured pursuant to the terms of such agreement; or (vi) the then-current version Employee’s conviction (including any plea of this Agreement for consecutive twelve (12guilty or nolo contendere) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid felony or waiver of any fees that have accruedcriminal act involving moral turpitude which impairs the Employee’s ability to perform his or her duties with the Company. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 9.1 This Agreement shall commence become effective on the Effective Date date on which it is accepted by Exchange at Exchange's principal place of business, and shall continue through December 31 remain in effect unless terminated as provided in this Agreement. The grant of license for the current yearLicensed Software shall take effect on the date on which the applicable Product Schedule is accepted by Exchange, and thereafter shall remain in effect unless terminated as provided in this Agreement. 9.2 If either party shall fail to perform or shall be renewed according in breach of any of its obligations under this Agreement, and shall have failed or been unable to remedy said failure or breach within thirty (30) days after receipt of written notice from the other party with respect to said failure or breach, such party may terminate this Agreement including the licenses granted hereunder and any maintenance obligations. Notwithstanding the foregoing, each party reserves the right to seek injunctive relief pursuant to Section 5.7. 9.3 Either party may terminate Maintenance Services effective at the end of any annual maintenance period by providing thirty (30) days written notice to the terms other party. If Licensee terminates Maintenance Services pursuant to Section 9.2, Exchange shall provide a pro-rata refund of the then-current version prepaid maintenance fees. 9.4 Upon termination of this Agreement for consecutive twelve any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (12a) month periods upon invoicing if the Agreement is terminated by Exchange pursuant to Section 9.2, Licensee shall continue to be obligated to pay Exchange all fees, charges or expenses that accrued prior to the termination date, including all maintenance fees and payment of an annual membership renewal fee. other charges hereunder, which shall become immediately due and payable and (b) A renewal Licensee shall not require signature of have no further right to copy or use the Parties, Licensed Software and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety within five (905) days prior written noticeafter any termination or expiration, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, each party (i) upon written notice for failure shall deliver to pay fees 90 days after the other all Proprietary Material received from such fees are due; party, including any copies, and (ii) upon written notice shall destroy or render unusable all other such Proprietary Material and any copies, including information and data relating to the Licensed Software stored in any storage facility, which for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall reason cannot be deemed delivered to the Discloser. In addition, an authorized officer of the party required to return Proprietary Material shall certify in writing to the other party that all Proprietary Material required to be breach of this Agreementreturned has been delivered to such party, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months destroyed or rendered unusable and that use of the Effective Date, shall be deemed to be a material breachterminated Licensed Software and any portion of Licensed Software has been discontinued. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. This Agreement shall remain in full force and in effect for an initial term of three (3) years. This Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination at least sixty (60) days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Agreement will terminate at the end of the then-current term. (a) This Agreement shall commence on not become effective until the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoiceMerchant Application is approved by Servicers. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Any party may terminate this Agreement upon ninety or one or more services delivered under this Agreement at any time with or without cause by providing written notice to the other parties and such termination will become effective on the date specified by such notice. If Merchant terminates this Agreement, Servicers shall have thirty (9030) days prior written noticefrom date of receipt of the notice to close Merchant’s Account. All rights and obligations of the parties existing hereunder as of the effective time of termination shall survive the termination of this Agreement. If Merchant has applied for Card processing and is approved by Servicers, but and if Merchant exercises its option to terminate this Agreement within three (3) years after such approval, then Merchant will pay to Servicers a Termination Fee as follows: all monthly fees assessed to Merchant under the Agreement and due to Servicers for the remainder of the then existing term of the Agreement, including all minimum monthly fee commitments, shall not be entitled immediately due and payable to a refund Servicers (the “Termination Fee”); provided, however, that in no event shall the Termination Fee be less than $295; and, provided further, that in no event shall the Termination Fee exceed the maximum amount permitted by applicable state law. Merchant hereby authorizes Servicers to deduct the Termination Fee from Merchant’s account referenced in Section 1.07, or to otherwise withhold the total amount from amounts due to Merchant from Servicers, immediately on or after the effective date of any fees that have been paid or waiver termination. For purposes of any fees that have accrued. d) CHORUS has calculating the Termination Fee, Servicers reserve the right, but not the obligationin their discretion, to enforce calculate such remaining fees based upon the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement anticipated annual volume and Publisher Member’s status as a member of CHORUS, average transaction levels contemplated by either (i) upon written notice for failure to pay fees 90 days after such fees are due; the Merchant’s actual volume and transaction levels during the period in which it actively processed with Servicers, or (ii) upon written notice published industry volume and transaction levels associated with the Merchant’s MCC, as selected in Servicers’ sole discretion. If the Merchant’s account does not contain sufficient funds for failure the debit or the amount cannot be withheld by Servicers from amounts due to cure any other material breach of this Agreement Merchant, Merchant shall pay Servicers the amount due within ten (10) business days of notice the date of such breachservicers’ invoice for same. For the avoidance The payment of doubt, failure to adhere to accelerated monthly fees as described here is not a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementpenalty, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of rather is hereby agreed by the Effective Date, shall be deemed parties to be a material breachreasonable amount of liquidated damages to compensate Servicers for its termination expenses and all other damages under the circumstances in which such amounts would be payable. e(b) CHORUS’s Board shall review and approve Servicers may terminate this Agreement for any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverreason immediately without prior notice, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSincluding, without following limitation, if (i) they have reason to believe that fraudulent Card transactions or other activities prohibited by this Agreement are occurring at any Merchant location, (ii) such action is taken to prevent loss to Servicers or Card Issuers, (iii) Merchant appears on any Card Network’s security reporting, including the procedures outlined in Section 10(dMember Alert to Control High-Risk Merchants (“MATCH”). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.(iv) Servicers’ merchant acceptance criteria changes,

Term Termination. (a) This Participation Agreement shall commence have a term ending on the Effective Additional Credit Line Termination Date and shall continue through December 31 of the current year(as such term is defined in Amendment No. 2) unless terminated by North Mill at any time, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within less than ten (10) business days notice to Participant provided, that the terms and conditions hereof shall continue to govern the rights of notice the parties hereto with respect to all amounts advanced hereunder as of such breachAdditional Credit Line Termination Date. For As of the avoidance of doubteffective date set forth in such notice, failure to adhere to a Funding Entity- selected embargo period Participant shall not be deemed cease to be breach of this Agreement, but failure obligated to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, make and North Mill shall be deemed cease to be a material breachobligated to accept additional contributions hereunder. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f(b) Notwithstanding the foregoing; this Participation Agreement shall be applicable both before and after the commencement of any Bankruptcy Case and all converted and succeeding cases in respect thereof. The relative rights, CHORUS reserves the right as provided for in this Participation Agreement, of North Mill and Participant to temporarily suspend any part payment of the CHORUS Service Advances and in or to temporarily any distributions from or permanently remove links in respect of any Collateral or proceeds of Collateral or other Collections shall continue after the commencement of any such Bankruptcy Case on the same basis as prior to the date of the commencement of any such Bankruptcy Case, as provided in this Agreement, subject to any Article upon determination court order approving the financing of Borrower on the same terms and conditions presently set forth in CHORUS’s sole discretion that the continuation Agreements or use of such aspect cash collateral by Borrower as a debtor-in-possession. If Borrower shall become subject of a Bankruptcy Case and an Order is entered authorizing the use of cash collateral or if North Mill wishes to provide financing to Borrower secured by the Collateral and other property of Borrower as debtor-in-possession under either Section 363 or 364 of the CHORUS Service Bankruptcy Code (generally or “DIP Financing”), then Participant’s Participation shall continue with respect to a specific member) or linking the DIP Financing and Participant shall have all of the rights and obligations with respect to any such Article could result the DIP Financing as are set forth in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member 6.2 North Mill shall have the right option as of the effective date of such notice described in Section 6.1(a) to require CHORUS repay to remove links Participant the outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. The parties shall thereupon be relieved of any further liability to any Article upon determination by the Publisher Member other in connection herewith, except that the Article provisions of Section 3.9 shall subsist after termination hereof. North Mill may infringe enter into additional Transactions with Borrower after the effective date of such notice and such additional Transactions shall be for North Mill’s own account, and Participant shall have no rights of a third party or otherwise present legal risk to the Publisher Memberinterest therein or liability therefor.

Term Termination. a) This The term of this Agreement shall commence as of the date of first disclosure of Confidential Information by the Owner [or commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach date of this Agreement] and shall end on , but failure to adhere to 20 [or years after the final return or destruction of all Confidential Information as provided below]. Upon the earlier of , 20 , or Owner's request, Recipient will either return or, if requested by Owner, destroy all copies of any media or materials containing Confidential Information; [provided that It is not essential that the Confidentiality Agreement include a Publisher Member’s self-selected Embargo Period within twelve specific term or termination date; the confidentiality obligations can extend indefinitely (12) months of the Effective Dateunless applicable law, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Servicerare case, provides otherwise). Nonetheless, it is not unusual for a Confidentiality Agreement to include such a provision. The Publisher Member shall termination date gives the Recipient practical assurance that its confidentiality obligations have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverRecipient may, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoingif it so notifies Owner, CHORUS reserves the right to temporarily suspend any part retain a limited number of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or copies for archival purposes only for reference with respect to a specific member) or linking the prior dealings between the parties]. Upon Owner's request, Recipient agrees to any certify it has completed such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)requested action. ended. In some cases, it may be unrealistic to expect certain kinds of confidential information to have significance, or to still be secret, after a certain time in the event future. The termination date can be defined based on the expiration of a specified period of time following (1) the date of execution of the Confidentiality Agreement; (2) the date of the Owner's disclosure of the relevant Confidential Information to the Recipient; or (3) the date of the Recipient's final return or destruction of all media and materials containing the Confidential Information. Obviously, these options are progressively more beneficial to the Owner. Note the separate issue of whether the Confidentiality Agreement provides only for protection of the Confidential Information after the commencement date for the term of the Confidentiality Agreement. Such a limitation may be administratively useful for the Recipient, but the Owner should be on guard against the possibility the Owner could have disclosed the Confidential Information to the Recipient prior to the commencement date for the term of the Agreement. The same issue comes up if the statement of exceptions for public information (see Item 4) includes as public information any information that was obtained by the Recipient prior to the commencement date of the Confidentiality Agreement. Sometimes the Confidentiality Agreement will provide that the Recipient may no longer use the Confidential Information, and that the Recipient is obligated to return or destroy all media and materials containing any Confidential Information, at a specified time or upon the Owner's request, whichever comes first. If the parties agree to such suspension or removala provision, CHORUS will endeavor it is typical for the Owner also to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS the Recipient to remove links to any Article certify, upon determination by the Publisher Member Owner's request, that the Article may infringe Recipient has indeed returned or destroyed all media and materials containing any Confidential Information. Certification has the rights value of a third party or otherwise present legal risk demonstrating that an individual representative of the Recipient has determined to his own satisfaction that the Publisher MemberRecipient is in compliance with the requirements of the Confidentiality Agreement in this regard.

Term Termination. (a) This Agreement The term of the Executive’s employment hereunder shall be one year and shall commence on the Effective Date date hereof and shall continue through December 31 be extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month that begins after the current year, and thereafter shall be renewed according to the terms of the then-current version date of this Agreement for consecutive twelve an additional one-month period (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of such period, as it may be extended from time to time, being herein referred to as the Parties“Term”), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Memberthe Executive’s status employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on as of the Effective Date set forth on the first page of this Agreement and shall continue through December 31 in effect for one year with automatic yearly renewals for up to 2 additional years upon written agreement each year,, at which time it will automatically terminate unless specifically extended by both parties in writing. Either party may also without prejudice to any of its other rights, terminate this Agreement at any time by giving the current year, and thereafter shall be renewed according to the terms other party a 90 days prior notice in that respect. In case of the then-current version termination of this Agreement by The Company pursuant to the provision hereof, the latter agrees and undertakes to pay in full for consecutive twelve (12) month periods all Services rendered by The Consultant prior to the termination date in addition to any financial commitments and expenses made by The Consultant within the carrying out of its duties hereunder. Any invoices during the 90 day "termination period" will be heavily scrutinized to ensure orders are of normal or historical trends. Any commission deemed beyond normal trends will not be paid. The Company agrees to pay The Consultant, upon invoicing termination pursuant to this provision, a compensation as a result of the impact of such termination on the image and payment credibility of an annual membership renewal fee. b) A renewal The Consultant towards third parties, and of the damage incurred, loss of profit or goodwill, amounting to two months' fees, not including commissions of for each year of the execution of the services. Termination of this Agreement by any party shall not require signature terminate the confidentiality obligations of Article 5, indemnification obligations pursuant to Article 11 or any of the Partiesgeneral obligations or provisions pursuant to Article 12 of this Agreement. In case the obligations under this contract become either impossible or very difficult to perform wholly or partly due to force majeure, this contract shall be automatically suspended for the length of the force majeure. Should, however, force majeure continue for a period exceeding three months then this contract will be considered as terminated without need to any notification. The parties will however endeavor to give notice to each other in this respect. Any change in i) the control or ii) the reorganization or iii) the management of both companies shall not be considered a case of force majeure, and therefore both parties shall comply with their contractual obligations as provided for in this Agreement. Article 8 - Breach: Any breach of any provision of this Agreement shall entitle the non-breaching party to terminate this Agreement forthwith without the need to any other notice to the breaching party and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according compensated by the latter to the payment terms indicated on the renewal invoiceamount of $5,000. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.- 9

Term Termination. a) This A. The term of this Agreement shall commence be for five (5) years, commencing on the Effective Date and shall continue through December 31 expiring on the day before the fifth (5th) anniversary of the current yearEffective Date (the “Initial Term”). Following the Initial Term, and thereafter shall this Agreement may be renewed according to the terms of the then-current version of this Agreement for consecutive twelve three (123) month successive five (5) year periods (each a “Renewal Term”), upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature mutual written agreement of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member B. Either Party may terminate this Agreement, in whole or in part, for any reason whatsoever, including convenienceIn the case of termination by the Grantor, the Grantor shall give a minimum of 1 year advance written notice; provided, however, that if this Agreement upon provides Grantor the right to terminate this Agreement with less notice under particular circumstances, then the applicable, shorter notice period shall apply to termination in such circumstance. The Grantee shall provide Grantor ninety (90) days days’ prior written notice, but shall not be entitled to a refund notice of any fees that have been paid or waiver of any fees that have accruedtermination. d) CHORUS has C. Grantor shall have the rightauthority at any time to order and require Franchisee to remove and ▇▇▇▇▇ any Equipment that is in violation of Laws, but not the obligationincluding Grantor’s Rights-of-Way regulations, to enforce or the terms and conditions of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure or the permit applicable to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Equipment. In the event that Franchisee fails to remove or otherwise bring such Equipment into compliance within thirty (30) days after receiving written notice of any such suspension or removalthe violation from Grantor, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Grantor shall have the right to require CHORUS remove the same at Franchisee’s expense, without compensation or liability for damages to remove links Franchisee. D. In addition to and without limiting the foregoing, Grantor may terminate this Agreement as to Equipment installed at a particular location at any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk time to the Publisher Memberextent required due to emergency circumstances or circumstances posing a threat to health or safety. Such termination shall not, however, terminate this Agreement as to Equipment installed at locations that are not affected by such circumstances. E. If, after the termination of this Agreement, there is any debris or material of any nature left in or on the Property by Franchisee, Grantor may remove this debris or material from the site and the Franchisee agrees to reimburse Grantor for its expense.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one (1) year and shall commence on the Effective Date and shall continue through December 31 of the current yearJanuary 1, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, 2001 and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to extended automatically, for so long as the payment terms indicated Executive remains employed by the Company hereunder, on the renewal invoice. CHORUS first day of each month beginning January 1, 2002 for an additional one-month period (such period, as it may electbe extended from time to time, being herein referred to as the "Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Participation Agreement shall commence have a term ending on the Effective Additional Credit Line Termination Date and shall continue through December 31 of the current year(as such term is defined in Amendment No. 2) unless terminated by North Mill at any time, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within less than ten (10) business days notice to Participant provided, that the terms and conditions hereof shall continue to govern the rights of notice the parties hereto with respect to all amounts advanced hereunder as of such breachAdditional Credit Line Termination Date. For As of the avoidance of doubteffective date set forth in such notice, failure to adhere to a Funding Entity- selected embargo period Participant shall not be deemed cease to be breach of this Agreement, but failure obligated to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, make and North Mill shall be deemed cease to be a material breachobligated to accept additional contributions hereunder. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f(b) Notwithstanding the foregoing; this Participation Agreement shall be applicable both before and after the commencement of any Bankruptcy Case and all converted and succeeding cases in respect thereof. The relative rights, CHORUS reserves the right as provided for in this Participation Agreement, of North Mill and Participant to temporarily suspend any part payment of the CHORUS Service Advances and in or to temporarily any distributions from or permanently remove links in respect of any Collateral or proceeds of Collateral or other Collections shall continue after the commencement of any such Bankruptcy Case on the same basis as prior to the date of the commencement of any such Bankruptcy Case, as provided in this Agreement, subject to any Article upon determination court order approving the financing of Borrower on the same terms and conditions presently set forth in CHORUS’s sole discretion that the continuation Agreements or use of such aspect cash collateral by Borrower as a debtor-in-possession. If Borrower shall become subject of a Bankruptcy Case and an Order is entered authorizing the use of cash collateral or if North Mill wishes to provide financing to Borrower secured by the Collateral and other property of Borrower as debtor-in-possession under either Section 363 or 364 of the CHORUS Service Bankruptcy Code (generally or “DIP Financing”), then Participant’s Participation shall continue with respect to a specific member) or linking the DIP Financing and Participant shall have all of the rights and obligations with respect to any such Article could result the DIP Financing as are set forth in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement. 6.2 North Mill shall have the right option as of the effective date of such notice described in Section 6.1(a) to require CHORUS repay to remove links Participant the outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. The parties shall thereupon be relieved of any further liability to any Article upon determination by the Publisher Member other in connection herewith, except that the Article provisions of Section 3.9 shall subsist after termination hereof. North Mill may infringe enter into additional Transactions with Borrower after the effective date of such notice and such additional Transactions shall be for North Mill’s own account, and Participant shall have no rights of a third party or otherwise present legal risk to the Publisher Memberinterest therein or liability therefor.

Term Termination. [ ] [ ] (a) This The term of this Agreement shall commence on upon the Effective Date date hereinabove written and shall continue through December 31 expire upon completion of the current year, and thereafter performance of services hereunder by CONSULTANT. Initial contract period shall be from [ ]. The contract may be renewed according subsequently in one-year increments as follows: The second contract period will be from will be from consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal feeProceed is issued by CITY/DISTRICT. (b) A renewal shall not require signature Notwithstanding the provisions of the Parties(a) above, and shall be deemed CITY/DISTRICT may with or without cause, direct CONSULTANT to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may elect, determine in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. (c) The Publisher Member CITY/DISTRICT may terminate performance of the Services under this Agreement upon ninety (90) days prior written noticein whole, but shall not be entitled or from time to time in part, for default, should CONSULTANT commit a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement Agreement, or part thereof, and not cure such breach within ten (10) business calendar days of the date of CITY/DISTRICT’s written notice to CONSULTANT demanding such cure, in which case CONSULTANT shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY/DISTRICT determines that such breachtermination is in CITY/DISTRICT’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. For CONSULTANT shall continue its work throughout the avoidance course of doubtany dispute, and CONSULTANT’s failure to adhere to continue work during a Funding Entity- selected embargo period dispute shall not be deemed to be a material breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on the Effective Date and shall continue through December 31 be deemed effective with your execution of the current yearOrder Confirmation provided to you in conjunction with your order of the Software (the “Order”) and is no way contingent upon or connected to the successful implementation of the Software. This Agreement shall remain in effect for the period set forth in the Order (the “Initial Term”). Prior to the end of the Initial Term or a Renewal Term (as defined, below), as applicable, MIC may invoice you for license fees, related fees, and thereafter taxes relating to a subsequent consecutive term and upon your payment of such fees and taxes, this Agreement shall be renewed according automatically renew for subsequent renewal periods of 90 days after the Initial Term (each a “Renewal Term” and collectively, with the Initial Term, the “Term”). You or MIC can terminate the renewal of this Agreement by providing written notice of such termination to the terms other party a minimum of 30 days prior to the then-current version applicable renewal date. MIC may terminate this Agreement at any time upon your failure to comply with any term or condition set forth in this Agreement. MIC also reserves the right to terminate this Agreement and cancel any obligation it has hereunder to deliver any manufacturer's data or to provide communications links to any manufacturer if for any reason: (1) you cease to be an authorized dealer of such manufacturer and such manufacturer requires that you be an authorized dealer in order to access the data; or (2) MIC's contract with such manufacturer is terminated. Upon termination of this Agreement for consecutive twelve (12) month periods upon invoicing and any reason including non-payment of an annual membership renewal fee. b) A renewal shall not require signature license or subscription fees you agree to refrain from accessing or using the Software and to promptly return any hard copy of the Partieslicensed Software and Documentation together with all copies, modifications or portions of them in any form to MIC and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according promptly destroy and delete any electronic copy of the licensed Software and Documentation together with all modifications or portions thereof and to certify in writing that such destruction and/or deletion has been completed. If this Agreement is terminated at any time for any reason, you will remain responsible for payment of all fees and taxes owed hereunder that relate to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months remaining portion of the Effective Datethen applicable Term including payment associated with any additional licenses, shall be deemed to be a material breachdiscounts or promotions. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall commence on be for a period of three (3) years from the Effective Date and hereof (the "Initial Term"). The term of employment of Executive shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve an additional one (121) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated year period commencing on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and without prior notice or (ii) for any other reason on two (2) weeks notice in writing to Executive. 1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, then in lieu of any other payments otherwise required hereunder, the Corporation shall, subject to Executive's compliance with Article V hereof, pay Executive, as liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time of the termination, in accordance with the Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided, however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be deemed entitled to be a material breach. e) CHORUS’s Board shall review and approve any decision continue to terminate Publisher Member’s membership receive, in CHORUS and participation in accordance with the CHORUS Service. The Publisher Member shall have Corporation's then payment policy, an opportunity amount equal to be heard under such reasonable procedures as his Salary payments and, to the Board may determine in its good faith; howeverextent Executive is not otherwise employed, health benefits, until the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part first anniversary of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberEffective Date.

Term Termination. a) This Agreement For current tenants, this Lease shall commence on the Effective Date , 20 , and shall continue in effect through December 31 31, 2014, Upon expiration of said term provided the current yearsame has not be terminated, and thereafter the Lease term shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Partiesautomatically commence on January 1, 2015, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according continue in effect for one (1) year until December 31, 2015, unless terminated by Lessor or Lessee as hereinafter provided. This Lease will automatically renew each year unless Lessor or ▇▇▇▇▇▇ gives prior written notice to the other at least thirty (30) days prior to the expiration date of the term. This Lease may be non- renewed by Lessee or Lessor for any reason, with or without cause. This Lease may be terminated by Lessor for default in payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety of rent by Lessee by giving Lessee ten (9010) days prior written noticenotice of termination. Or, but shall not if any term, condition or covenant to be entitled to a refund of any fees that have been paid kept or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of performed by Lessee under this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverviolated or neglected, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member then Lessor shall have the right to require CHORUS terminate this Lease by giving Lessee at least ten (10) days prior written notice of termination specifying the date that Lessee must vacate the Leased Premises. If ▇▇▇▇▇▇ does not vacate the Leased Premises and remove the aircraft from the above-described hangar before the expiration of said notice period, then Lessee hereby agrees that Lessor is authorized and empowered to remove links said aircraft and all contents of the hangar. All costs of removal, including legal fees as well as any additional rent which may be due as a result of ▇▇▇▇▇▇’s failure to timely remove the aircraft, shall be paid to Lessor before ▇▇▇▇▇▇’s aircraft will be released. In addition, Lessor shall not be liable to Lessee for any Article upon determination by damage to ▇▇▇▇▇▇’s aircraft during or after removal and impoundment unless said damage, claim or loss is due to the Publisher Member that the Article may infringe the rights intentional act or gross negligence of Lessor. If any ▇▇▇▇▇▇ enters into this Lease on any date other than January 1 of a third party or otherwise present legal risk to given year, the Publisher MemberLease term will be through December 31 of said year after which it will automatically transform into a year-to- year lease as of Jan. 1, provided the Lease is still in effect.

Term Termination. a) This Agreement The GTS shall apply to each Order until the fulfilment of the Order (which, in case of subscription based Products, will include Renewals Period until the cancellation of the Product Term in line with this Section 10), unless terminated sooner in accordance with the Agreement. Quadient’s obligations with respect to each Product will commence on the Effective Date date that the Order for the Product is accepted by Quadient, unless otherwise specified in the Order or in the applicable GTS Schedule. The subscription based Products are supplied for the initial fixed or minimum term noted in the Order (“Initial Period”) with automatic annual renewals thereafter on a rolling basis (each, a “Renewal Period”). Initial Period and shall continue through December 31 Renewal Period together (for the subscription based Products) are referred to as the “Product Term”. Neither party can terminate for convenience during the Initial Period. A Renewal Period can be cancelled by either Party for convenience by giving to the other Party a prior written notice of 6 (six) months, such notice to expire at the end of the current year, and thereafter shall be renewed according to the terms of the Initial Term or then-current version Renewal Term. Where Customer wishes to reinstate a subscription based Product after a period of this lapse additional reinstatement fees may be applicable. The Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal may be terminated by either party by notice in writing to the other if the other shall not require signature commit any breach of the Parties, and shall be deemed to have occurred Agreement which breach (if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. ccapable of remedy) The Publisher Member may terminate this Agreement upon ninety is not remedied within 30 (90thirty) days prior written notice, but shall not be entitled to a refund of any fees that have been paid notification in writing or waiver of any fees that have accrued. d) CHORUS has if the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the CHORUS Service purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction shall make an order to temporarily that effect or permanently remove links if the other party shall become subject to any Article upon determination an administration order or shall enter into a voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business, or in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service line with Section 12 (generally Force Majeure) or with respect to a specific memberparticular Product, as provided in the applicable GTS Schedule. Upon termination of the Agreement for any Product, Quadient will have no further obligation to provide the Product, Customer will immediately cease all use of the Product, and Customer will destroy any copies of Documentation and delete any Software in its possession or control. For clarity, termination of the provision of Support Services at the end of any given annual (or other) or linking period shall not affect the continuation of the remainder of this Agreement nor the Customer's right to use Software. Termination is without prejudice to any such Article could result right or remedy that may have accrued or be accruing to either party prior to termination. Any provision of this Agreement which contemplates or requires performance after the termination of this Agreement or that must survive to fulfil its essential purpose, will survive the termination and continue in legal risk full force and effect until completely performed. Termination of the Agreement shall be without prejudice to CHORUS, without following payment obligation of the procedures outlined Customer for in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links relation to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberunpaid Fees for any terminated Products.

Term Termination. a) This Agreement shall commence has an initial one (1) year term starting on the Effective Date and shall continue through December 31 of Date. After the current first year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement renews automatically on its anniversary date for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoicesuccessive one year terms. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Either party may terminate this Agreement upon ninety by giving the other party thirty (9030) days days' written notice or may terminate it immediately and without prior written noticenotice for Cause, but shall not be entitled to a refund as defined below. Cause includes non-payment of any fees amount when due; a material violation of law; a breach of a material term of this Agreement; a material adverse change in Client's financial position or operations; Client's inability to pay its debts as they become due in the ordinary course of business; Client's assigning Worksite Employees to operations which contain a workers' compensation code different from that have been paid disclosed prior to executing this Agreement without TotalSource's prior consent; filing for relief under the Bankruptcy Code; seeking the appointment of a receiver or waiver of any fees that have accrued. d) CHORUS trustee; or dissolving the entity. Upon termination, TotalSource has the rightall rights and remedies available under law, whether in law or in equity, including, but not the obligationlimited to, and without further notice or demand to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, Client: (i) upon written notice for failure to pay fees 90 days after such fees acceleration of all obligations, together with all accrued, unpaid charges, so that they are dueimmediately due and payable and may be collected immediately regardless of the due date; and (ii) upon written notice for failure to cure set off and deduct any amount due from any account or deposit that Client may have with TotalSource or other material breach monies to which TotalSource may be entitled from Client (including a letter of this Agreement within ten (10) business days of notice of such breachcredit). For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period Any termination shall not be deemed relieve Client of any obligation, including but not limited to, its payment obligation to be breach TotalSource. 10 <PAGE> (10)(A) THE PARTIES' OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement, but failure the PEO arrangement ends. If the termination is because of breach of Agreement for non-payment, TotalSource has the first right to adhere offer continued employment to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Dateformer Worksite Employees and to reassign the individuals to another worksite. Under all other circumstances, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves Client has the right to temporarily suspend any part of offer continued employment to the CHORUS Service or former Worksite Employees. If Client fails to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event continue employment of any such suspension or removalperson, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have TotalSource has the right to require CHORUS offer continued employment. Client agrees to remove links immediately notify the former Worksite Employees in writing about the termination of this Agreement and its effect, including the change in employment status and the fact that they are no longer covered by TotalSource's workers' compensation policy. TotalSource will cause the termination of all insurance policies and/or endorsements covering Client and the Worksite Employees (e.g., workers' compensation, health coverage, EPLI, etc.). At the termination, as the sole employer, Client becomes immediately responsible for payroll, workers' compensation, vacation, sick leave, employee benefits, etc., for the employees. TotalSource will provide Client with the necessary information so that it may resume full employer responsibilities. TotalSource is not obligated to any Article upon determination by provide this information if the Publisher Member termination of this Agreement is because of non-payment. As a result of the termination, TotalSource is responsible for offering COBRA coverage. Upon termination of this Agreement, Client agrees that it is responsible for obtaining comparable replacement health care coverage for the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberWorksite Employees and is responsible for promptly advising TotalSource when such coverage is obtained.

Term Termination. a) This A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall commence on be for a period of three (3) years from the Effective Date and hereof (the "Initial Term"). The term of employment of Executive shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve an additional one (121) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated year period commencing on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of employment of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and without prior notice or (ii) for any other reason on two (2) weeks notice in writing to Executive. 1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, then in lieu of any other payments otherwise recurred hereunder, the Corporation shall, subject to Executive's compliance with Article V hereof, pay Executive, as liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time of the termination in accordance with the Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be deemed entitled to be a material breach. e) CHORUS’s Board shall review and approve any decision continue to terminate Publisher Member’s membership receive, in CHORUS and participation in accordance with the CHORUS Service. The Publisher Member shall have Corporation's then payment policy, an opportunity amount equal to be heard under such reasonable procedures as his Salary payments and, to the Board may determine in its good faith; howeverextent Executive is not otherwise employed, health benefits, until the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part first anniversary of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberEffective Date.

Term Termination. (a) This The term of this Agreement shall commence will begin on the later of the Resignation Date or the Effective Date and shall continue through December 31 will end on the first anniversary thereof (the “Consulting Period End Date”) Resignation Date or upon earlier termination of the current yearAgreement as provided below (the “Term”). The Company may terminate this Agreement for any reason effective 30 days, and thereafter shall be renewed according or as otherwise mutually agreed, after delivery of a written notice of termination to the terms Consultant. The Consultant may terminate this Agreement for any reason effective 30 days, or as otherwise mutually agreed, after delivery of a written notice of termination to the then-current version Company. (b) Upon the termination of this Agreement for consecutive twelve any reason, the Company shall remain obligated to pay the Consultant any Consulting Fee earned through the date of termination and any unpaid business expenses that are reimbursable as set forth in Section 2(a); provided, that the Company will only be obligated to reimburse the Consultant for an unpaid business expense to the extent evidence of the expense is submitted to the Company within thirty (1230) month periods upon invoicing and payment days of an annual membership renewal feetermination of this Agreement. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. (c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, If (i) upon the Company materially breaches this Agreement, which material breach has not been cured (or cannot be cured) within thirty (30) days after the Consultant gives written notice for failure to pay fees 90 days after the Company regarding such fees are due; material breach (a “Material Breach”) and (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following expiration of such breach. For cure period and prior to the avoidance of doubtConsulting Period End Date, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of the Consultant terminates this Agreement, but failure then the Company shall pay to adhere to a Publisher Member’s selfthe Consultant any then-selected Embargo Period within twelve (12) months unpaid portion of the Effective Consulting Fee in a lump sum within thirty (30) days following the date of such termination, and the New Option (as defined on Exhibit A to this Agreement) shall vest in full immediately. If the Consultant terminates this Agreement prior to the Consulting Period End Date other than after a Material Breach, except as set forth in Section 5(b), the Consultant will forfeit any then-unpaid portion of the Consulting Fee and any then-unvested portion of the New Option. (d) If the Company terminates this Agreement for any reason other than for Cause (as defined below) prior to the Consulting Period End Date, shall be deemed then (x) the Company will pay to be the Consultant 60% of any then-unearned portion of the Consulting Fee, payable in a material breach. elump sum within thirty (30) CHORUS’s Board shall review days following the date of termination and approve any decision (y) the New Option will immediately vest in full. If the Company terminates this Agreement for Cause prior to terminate Publisher Member’s membership the Consulting Period End Date, except as set forth in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverSection 5(b), the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS Consultant will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.forfeit any

Term Termination. a) 5.1 This Agreement shall commence on the Effective Date become effective upon acceptance by Bank and shall continue through December 31 remain in effect for two (2) year from the effective date thereof. This Agreement shall automatically renew for like periods of two (2) year unless ▇▇▇▇▇▇▇▇ gives written Notice of Termination no more than sixty (60) days and no less than thirty (30) days before the end of the current year, and thereafter shall be renewed according to the terms of the then-current version term of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership or any renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoicethereof. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Bank or BCC may terminate this Agreement upon ninety (90) days immediately without prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, notice if (i) upon written notice for failure either party has reason to pay fees 90 days after such fees believe that fraudulent Card Transactions are dueoccurring at any merchant location; (ii) upon written notice for failure either party has reason to cure believe that any activity prohibited by this Agreement or any Card Association Rules or Regulations or Discover Operating Regulations is occurring at any Merchant location; (iii) Bank or BCC is fined because of the activities of merchant; (iv) such action is taken to prevent loss to Bank, BCC or Card Issuers; or (v) Merchant appears on any Card Association or Discover security reporting. All rights and obligations of the parties existing hereunder as of the effective time of termination shall survive the termination hereof. 5.2 If any case or proceeding is commenced by or against Merchant under any federal or state law dealing with insolvency, bankruptcy, receivership or other material breach debt relief, this Agreement shall simultaneously therewith automatically terminate, and any amounts due to Bank or BCC shall accelerate and become immediately due and payable, without the necessity of any notice, declaration or other act whatsoever by either Bank or BCC. Notwithstanding such termination, Bank and BCC, at their sole discretion, may determine that consent to ▇▇▇▇▇▇▇▇’s subsequent assumption of this Agreement within ten (10) business days of notice of is in Bank’s and BCC’s best interests. In such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverevent, the decision assumption will be made under terms and conditions that are acceptable to terminate shall rest solely Bank and BCC comply with CHORUSthe applicable federal or state laws governing such assumption. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one (1) year and shall commence on the Effective Date and shall continue through December 31 of the current yearApril 1, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, 2001 and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to extended automatically, for so long as the payment terms indicated Executive remains employed by the Company hereunder, on the renewal invoice. CHORUS first day of each month beginning April 1, 2002 for an additional one-month period (such period, as it may electbe extended from time to time, being herein referred to as the "Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 90-days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This 5.1. The term of this Agreement shall commence on the Effective Date and shall continue through December 31 until terminated as provided herein. The initial term of the current any Schedule A shall be for one (1) year, and thereafter shall be renewed according to commencing on the terms effective date of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Partiessuch Schedule A, and shall be deemed to have occurred if Publisher Member pays its annual membership renew upon notice from MSCI (each, a ìNotice of Renewalî) for successive one (1) year renewal fee according to terms at MSCI’s then prevailing charges, unless earlier terminated as provided herein. In the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate event this Agreement upon ninety or any Schedule is terminated for any reason: (90a) days prior written noticeLicensee shall pay all amounts due and owing to MSCI hereunder or thereunder as of the effective date of such termination; and (b) except as set forth in Section 5.3(a) below, but Licensee shall not be entitled to a any refund or credit of any fees that have been paid or waiver payable hereunder. 5.2. This Agreement shall terminate automatically without notice to Licensee in the event there are no Schedules A in effect hereunder. 5.3. This Agreement, any Schedule A or any individual MSCI product licensed hereunder, may be terminated as follows: a) By MSCI at any time thirty (30) days following written notice to Licensee (or shorter if required by law, regulation, rule or a third party information provider) in which event MSCI shall credit Licensee with the pro-rata portion of the pre-paid fees for any applicable Service representing the unused portion of such fees that unless otherwise provided in any other agreement with MSCI (a ìRelated Agreementî); b) By Licensee, without cause on written notice to MSCI within thirty (30) days of receipt of a Notice of Renewal from MSCI. c) By MSCI at any time ten (10) days following written demand to Licensee, if Licensee shall have accrued.failed to pay any amount due hereunder; d) CHORUS has Subject to Section 5.3(c), by MSCI immediately upon notice to Licensee in the right, but not event of any breach by the obligation, to enforce Licensee of any of the terms of this Agreement against or any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iRelated Agreement; and e) upon By Licensee on written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure MSCI if MSCI fails to cure any other material breach of the terms of this Agreement or any Related Agreement within ten thirty (1030) business days of notice after receipt of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach written notice. a) Upon termination of this Agreement, but failure a Schedule A or any MSCI product for any reason. Licensee shall return to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months MSCI all copies of the Effective Dateterminated Service (the ìTerminated Service”) in Licensee’s possession or control. b) Notwithstanding Section 5.4(a), if Licensee reasonably determines that it would be unduly onerous to return or destroy copies of the Terminated Service which are commingled with other data in Licensee’s data backup files, Licensee may retain such copies of the Terminated Service but Licensee may not use such copies of the Terminated Service. Nothing contained in this Section 5.4(b) shall prevent Licensee from using data-backup files containing Terminated Service to restore lost data of Licensee provided that if copies of any Terminated Service are created as a result of such use of the data-backup files, such copies of any Terminated Service shall be deemed destroyed or returned to be a material breachMSCI. ec) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership Upon mutual agreement of the parties, Licensee may license Historical Data in CHORUS and participation consideration of payment of the applicable perpetual license fee set forth in the CHORUS Service. The Publisher Member applicable Schedule A. For purposes of this Section, iHistorical Dataî shall have an opportunity mean the data contained within the Service licensed to be heard Licensee under such reasonable procedures as the Board may determine in its good faith; however, applicable Schedule A prior to the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part effective date of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation termination of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.Schedule A.

Term Termination. a(A) This The term (“Term”) of the Agreement shall commence on the Effective Start Date and shall continue through December 31 the third anniversary of the current yearStart Date; provided, and thereafter however, that the Company may terminate the Agreement (the “Benchmark Termination”) at any time after the second anniversary of the Start Date if those certain Benchmarks, as defined in Section G of Exhibit B attached hereto, have not been fully achieved by the Company as of the second anniversary of the Start Date. Following the Benchmark Termination, the Company shall be renewed according relieved of its obligations to the terms of the then-current version of compensate Executive under this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but Executive shall not be entitled to a refund of receive any fees that have been paid other compensation, payments, benefits or waiver of any fees that have accrued. d) CHORUS has severance amounts from the rightCompany under this Agreement, but not notwithstanding the obligation, to enforce the below additional terms of this Agreement against any Section 5. Unless sooner terminated, the Term shall automatically renew for additional one (1) year periods unless the Company or the Executive provides written notice to the other party of its members, including Publisher Memberintention to terminate the Agreement no less than 60-days prior to the expiration of the then current Term. CHORUS Executive may terminate this the Agreement and Publisher Member’s status for Good Reason (as a member of CHORUS, (idefined below) at any time upon 60 days’ written notice to Company, provided the Good Reason has not been cured within such period of time (if reasonably capable of being cured). The Company may terminate its employment of Executive under the Agreement for Cause (as defined below) at any time by written notice to Executive. (B) As used in the Agreement, the term “Good Reason” shall mean any reduction in his then-current Salary; Company’s failure to pay fees 90 days after such fees or provide required Salary; the relocation of Executive’s principal office location to an area outside of a twenty (20) mile radius of Melville, New York; any material reduction or diminution in Executive’s authorities, duties, or responsibilities with the Company; a material reduction of Executive’s employment benefits; material acts or conduct on the part of the Company or its officers and representatives that are duedesigned to force the resignation of Executive or prevent Executive from performing his duties and responsibilities pursuant to this Agreement; (ii) the voluntary or involuntary dissolution of Company; the filing of a petition in bankruptcy by Company or upon written notice an assignment for failure to cure any other the benefit of creditors of the assets of Company; or a material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months provisions of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination Agreement by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberCompany.

Term Termination. (a) This Agreement shall commence on The Company hereby employs Executive and Executive accepts such employment for a term of five (5) years commencing effective as of January 1, 2002 and ending January 1, 2007, unless the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, Executive’s employment is terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against (such period of employment being hereafter referred to as the “Term”). (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any of its memberssuch dispute, including Publisher Memberthe Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. CHORUS may terminate Amounts paid under this subsection are in addition to all other amounts due under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 17.1 This Agreement shall commence on be deemed effective upon the Effective Date date of execution by a duly authorized representative of PCSC and shall continue through until December 31 of the current year. Thereafter, and thereafter this Agreement shall be renewed according renew automatically for successive one-year additional terms unless terminated by either party in writing no less than thirty (30) days prior to the terms expiration date of the then-then current version term. Anything to the contrary of this Agreement notwithstanding, either PCSC or DEALER may terminate this Agreement, and the appointment of DEALER as an Authorized Dealer of the Products, with or without cause, at any time upon written notice to the other to that effect, and said termination shall become effective thirty (30) days following the mailing of such notice, except where a shorter period for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal feetermination is provided in this Agreement. 17.2 During the period between the giving of any notice of non-renewal or of termination provided for in Paragraph 17.1 above and the effective date of expiration or of termination set forth in any such notice, delivery of Products to DEALER may, at the option of PCSC, be conditioned upon payment by certified check or in cash by DEALER upon or prior to delivery. 17.3 PCSC may immediately terminate this Agreement upon written notice to that effect upon the occurrence of any of the following events: (a) DEALER is in default in any material respect in the performance of any of its obligations under this Agreement or under any purchase order submitted by DEALER hereunder, including, without limitation, DEALER's obligations, under Paragraphs 2 and 3 above, to perform a retail function only, to sell the Products only to customers with facilities located in the Territory and to sell Products only from the sales location(s) set forth on Exhibit C, and, under Paragraph 7.1 above, to pay each PCSC invoice for Products according to its terms; or (b) A renewal shall Bankruptcy or insolvency proceedings are instituted by or against DEALER, or DEALER, is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or a receiver is appointed for all, or a substantial part, of DEALER's assets, or DEALER proposes or makes any arrangements for the liquidation of its debts, and any such proceedings, assignment or appointment is not require signature dismissed or vacated within thirty (30) days. 17.4 The expiration or termination of this Agreement at any time shall, unless otherwise expressly agreed to in writing by PCSC, automatically operate, as of the Partieseffective date thereof, as a cancellation of any further deliveries or Products to DEALER, and shall be deemed construed as an automatic cancellation of all purchase orders and releases of DEALER for Products, whether or not any such orders have theretofore been accepted by PCSC. 17.5 In addition to have occurred if Publisher Member pays its annual membership renewal fee according to such other remedies for non-payment as are otherwise provided herein or by law, in the event DEALER shall default in the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, indebtedness due to enforce PCSC pursuant to the terms of this Agreement against any when and as the same become due and payable, then all liabilities and obligations of its membersDEALER to PCSC pursuant to this Agreement, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach agreement, or otherwise, whether or not then due, shall become immediately due and payable, without further notice to DEALER. 17.6 Except as otherwise provided in Paragraph 17.5 above, DEALER shall pay all monies owed to PCSC at the time of the expiration or termination of this Agreement within ten thirty (1030) business days of notice the effective date of such breach. For expiration or termination regardless of the avoidance terms of doubtpayment that may have otherwise been granted to DEALER by PCSC prior to the effective date of expiration or termination; provided, failure however, that if any terms of payment for payment of any invoice to adhere PCSC by DEALER at the time of such expiration or termination then provide for payment thereof in less than thirty (30) days, such invoice shall be payable to a Funding Entity- selected embargo period the applicable terms of payment. 17.7 Anything herein to the contrary notwithstanding, expiration or termination of DEALER's appointment as an Authorized Dealer of the products shall not in no way affect any outstanding obligations for payments due and owing from DEALER to PCSC, whether then due or to become due to PCSC, under this Agreement or otherwise or any other obligation of DEALER to PCSC pursuant hereto or otherwise, all of which obligations, if any, existing at the time of any such expiration or termination, DEALER hereby agrees to fulfill and perform. 17.8 Neither PCSC nor DEALER shall be deemed liable to be breach the other, or to any other party, by virtue of the expiration or termination of this Agreement due to any reason whatsoever, or due to no reason, or by virtue of the cancellation, pursuant to Paragraph 17.4 above, of any orders for Products that are undelivered on the effective date of any expiration or termination of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months including, without limitation, any liability for direct, indirect, special consequential or incidental damages sustained by reason of such expiration or termination, including, without limitation, any claim for loss or profits or prospective profits in respect of sales or anticipated sales of Products, or on account of any expenditures, investments, leases, capital improvements or any other commitments made by either of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership parties in CHORUS and participation connection with their respective businesses made in the CHORUS Service. The Publisher Member shall have reliance upon or by virtue of DEALER's appointment as an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part Authorized Dealer of the CHORUS Service Products or to temporarily otherwise; not shall PCSC or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall DEALER have the right to require CHORUS to remove links to any Article upon determination equitable remedies by reason of the Publisher Member that the Article may infringe the rights expiration or termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. (a) This Agreement The Company shall commence employ the Executive, and the Executive accepts such employment, for an initial term commencing on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version date of this Agreement and ending on June 30, 2002. Thereafter, this Agreement shall be extended automatically on each July 1 for consecutive twelve (12) an additional twelve-month periods upon invoicing and payment period. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of an annual membership renewal feethis Section 6, “Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) A renewal shall not require signature The Company may terminate Executive’s employment without cause upon giving 30 days’ advance written notice to Executive. If Executive’s employment is terminated without cause under this Section 6(b), the Company will (A) pay Executive the earned but unpaid portion of Executive’s Basic Salary through the Termination Date, (B) pay Executive a lump sum payment equal to two times the Executive’s Basic Salary (the “Severance Payment”), (C) pay Executive any incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date until the second anniversary of the PartiesTermination Date (the “Severance Period”), and (D) provide reasonable executive-level outplacement services by a firm selected and contracted by the Company for up to six months following the Termination Date (the “Outplacement Services”); provided, however, if Executive accepts other employment during the Severance Period, the Executive must repay to the Company an amount equal to his Severance Payment multiplied by a fraction, the numerator of which equal to the number of months remaining in the Severance Period and the denominator of which is 24, and the Company shall cease paying any incentive compensation. The amount payable under clause (B) shall be deemed paid to have occurred Executive in one lump sum on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs, without interest thereon; provided that, if Publisher Member pays its annual membership renewal fee according on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise, then such payment terms indicated on shall be paid to the renewal invoiceExecutive in a lump sum within thirty (30) business days after the Executive’s Separation from Service. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination.For purposes hereof, c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach the term “Separation from Service” means the Executive’s Termination of this Agreement within ten (10) business days of notice of such breach. For Employment, or if the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor Executive continues to provide Publisher Member with notice services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within 30 days following such event. Similarlythe meaning of Code Section 409A. Specifically, Publisher Member shall have if the right Executive continues to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk provide services to the Publisher Member.Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service;