Common use of Termination and Suspension Clause in Contracts

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party (a) The Owner may terminate this Agreement the Contract forthwith by written notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all Hirer if one or part more of the provision following events occur: (i) The Hirer defaults in punctual payment of the Services any sum due to the Operator if an Event Owner for hire of Default occurs Plant or other charges payable pursuant to these conditions and the Event of Default is either incapable of remedy or the Operator fails to remedy such default within 10 working days or such other period as might be considered reasonable under the circumstances upon receiving written notice requiring it to do so; (ii) The Hirer fails to observe and provide satisfactory evidence perform the terms and conditions of the Contract and fails to remedy such remedy to Marketplacer) default within 7 10 working days of receiving a written notice in writing from Marketplacer party specifying requiring it to do so; (iii) The Hirer suffers, or the action required Owner reasonably believes that the Hirer shall suffer, any distress or execution to be levied against them; (iv) The Hirer makes or proposes to make any arrangement with their creditors or becomes insolvent within the meaning of Section 113 of the Operator to remedy Housing Grants, Construction and Regeneration Act 1996 or any amendment or re-enactment thereof for the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must:time being in force; or (av) cease using, and Marketplacer The Hirer does or causes to be done or permit or suffer any act or thing whereby the Owner’s rights in the Plant may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise;be prejudiced or put into jeopardy. (b) In the event of termination under sub-paragraph (a) above: (i) The Hirer must give the Owner or the Owner’s agents, immediate unobstructed access to recover the Plant. (ii) The Owner shall be entitled to claim the hire charges outstanding as at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights date of Marketplacer in the possession or control termination of the Operator; andhire under this clause and return transport charges under clause 31. (c) pay to Marketplacer all amounts due at The rights under sub-paragraph (a) and (b) above: (i) May be exercised notwithstanding that the date Owner may have waived some previous default or matter of terminationthe same or a like nature. 16.4 (ii) Shall not affect the Owner’s right to claim damages for breach of Contract or recover any sums due under the Contract as a debt. (d) If the Hirer does not make payment of a sum by the final date on which payment is due to be made, the Owner has the right to suspend performance of its obligations under the Contract. The Services include functionality that enables right to suspend may not be exercised without first giving to the Operator to export Operator Data Hirer at any time during the Term. Provided that the Operator makes the request least 7 working days’ notice in writing within 30 days of the date of terminationOwner’s intention to suspend performance, Marketplacer stating the ground or grounds on which the Owner intends to suspend performance. The right to suspend performance will also provide a copy cease when the Hirer makes payment in full of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestamount due. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where 17.1 The Authority shall have the option to terminate the contract at any time after an Event initial period of Default occurs twelve (12) months, if the service does not deliver the agreed benefits as detailed in relation Schedule 1. 17.2 This Agreement may be terminated by Datatank serving written notice on the Authority if the Authority fails to a party, make any payment within thirty (30) days of the due date for payment on at least two separate occasions. 17.3 In addition to the other party may terminate rights of termination set out in this Agreement, this Agreement may be terminated: 17.3.1 by either Party immediately on giving written notice in writing if the other Party commits any material breach of any provision of this Agreement and fails to remedy the party breach (if capable of remedy) within thirty (30) days of service upon the other Party of a notice specifying the breach and requiring it to be remedied; 17.3.2 by either Party immediately on giving written termination notice, if the other Party is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of whom an Event its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of Default has occurredthese things, and such takes or suffers any similar action in any jurisdiction or any step is taken by it or any other person in respect of those circumstances and/or it ceases to pay its debts, threatens to suspend payment of its debts or becomes unable or admits its inability to pay its debts as they fall due; 17.3.3 by the Authority with immediate effect on giving written notice to Datatank if there is a change of control of Datatank to which the Authority reasonably objects. 17.4 Any termination becomes effective on of this Agreement shall not affect any: 17.4.1 other rights or remedies of either Party under this Agreement or at law; and 17.4.2 accrued rights or liabilities of either Party at the date that it is served on of termination; 17.4.3 rights or obligations of the relevant partyParties which are to be observed or performed after termination. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 17.5 On termination or expiration of this Agreement, the Operator must: (a) Authority shall immediately cease using, and Marketplacer may cease making available, using the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of terminationService. 16.4 17.6 The Services include functionality that enables Authority is not required to return to Datatank any Output Data it has obtained as a result of using the Operator to export Operator Data at any time during Service. 17.7 Datatank shall delete and permanently erase the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in MarketplacerAuthority’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of thirty (30) days unless otherwise requested by the requestAuthority not to do so. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party (a) The Owner may terminate this Agreement the Contract forthwith by written notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all Hirer if one or part more of the provision following events occur: (i) The Hirer defaults in punctual payment of the Services any sum due to the Operator if an Event Owner for hire of Default occurs Plant or other charges payable pursuant to these conditions and the Event of Default is either incapable of remedy or the Operator fails to remedy such default within 10 working days or such other period as might be considered reasonable under the circumstances upon receiving written notice requiring it to do so; (ii) The Hirer fails to observe and provide satisfactory evidence perform the terms and conditions of the Contract and fails to remedy such remedy to Marketplacer) default within 7 10 working days of receiving a written notice in writing from Marketplacer party specifying requiring it to do so; (iii) The Hirer suffers, or the action required Owner reasonably believes that the Hirer shall suffer, any distress or execution to be levied against them; (iv) The Hirer makes or proposes to make any arrangement with their creditors or becomes insolvent within the meaning of Section 113 of the Operator to remedy Housing Grants, Construction and Regeneration ▇▇▇ ▇▇▇▇ or any amendment or re-enactment thereof for the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must:time being in force; or (av) cease using, and Marketplacer The Hirer does or causes to be done or permit or suffer any act or thing whereby the Owner’s rights in the Plant may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise;be prejudiced or put into jeopardy. (b) In the event of termination under sub-paragraph (a) above: (i) The Hirer must give the Owner or the Owner’s agents, immediate unobstructed access to recover the Plant. (ii) The Owner shall be entitled to claim the hire charges outstanding as at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights date of Marketplacer in the possession or control termination of the Operator; andhire under this clause and return transport charges under clause 31. (c) pay to Marketplacer all amounts due at The rights under sub-paragraph (a) and (b) above: (i) May be exercised notwithstanding that the date Owner may have waived some previous default or matter of terminationthe same or a like nature. 16.4 (ii) Shall not affect the Owner’s right to claim damages for breach of Contract or recover any sums due under the Contract as a debt. (d) If the Hirer does not make payment of a sum by the final date on which payment is due to be made, the Owner has the right to suspend performance of its obligations under the Contract. The Services include functionality that enables right to suspend may not be exercised without first giving to the Operator to export Operator Data Hirer at any time during the Term. Provided that the Operator makes the request least 7 working days’ notice in writing within 30 days of the date of terminationOwner’s intention to suspend performance, Marketplacer stating the ground or grounds on which the Owner intends to suspend performance. The right to suspend performance will also provide a copy cease when the Hirer makes payment in full of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestamount due. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part 13.1 Upon expiry of the provision of Initial Term Voip Unlimited shall continue to supply the Services to the Operator Customer on the terms of this Contract subject to the rights of either party to terminate or suspend the Contract as set out in this clause 13. 13.2 Without limiting its other rights or remedies, Voip Unlimited may terminate the Contract by giving the Customer at least three months' written notice, provided that such notice will only be effective if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required expires after expiry of the Operator to remedy the Event of DefaultInitial Term. 16.3 On termination 13.3 Without limiting its other rights or expiration of this Agreementremedies, the Operator mustCustomer may at any time after commencement of the Initial Term terminate all or some of the Services provided under the Contract; by completing a cancellation form and giving Voip Unlimited written notice of a length at least equal to: (a) cease usingthe length of notice set out in the relevant Service Schedule in respect of the Service(s) being terminated; or (b) if no length of notice is specified, and Marketplacer three months’ notice; provided that any such notice will only be effective if it expires after expiry of the Initial Term. 13.4 Without limiting its other rights or remedies, either party may cease making availableterminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the Services, and the Powered by Marketplacer logo under clause 23court, unless for the parties mutually agree otherwisepurpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (b) at Marketplacer’s electionthe other party suspends, forward or destroy (and where applicable erase) threatens to suspend, or ceases or threatens to cease to carry on all materials containing the Intellectual Property Rights or a substantial part of Marketplacer in the possession or control of the Operatorits business; andor (c) pay the other party’s financial position deteriorates to Marketplacer all amounts due at such an extent that in the date terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; (d) the other party (being an individual) dies or, by reason of terminationillness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 16.4 The Services include functionality that enables 13.5 Without limiting its other rights or remedies, Voip Unlimited may terminate the Operator Contract with immediate effect by giving written notice to export Operator Data at the Customer if: (a) the Customer fails to pay any time during amount due under the Term. Provided Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) there is a change of Control of the Customer; (c) Voip Unlimited reasonably suspects Unacceptable use of the Services; (d) Voip Unlimited reasonably suspects that the Operator makes Services are being used in a way prohibited by the request in writing within 30 days terms of the date Service Documents; or (e) If any licence or other agreement required for Voip Unlimited to supply the Services expires or is revoked through no fault of termination, Marketplacer will also provide a copy Voip Unlimited. (f) the results of any survey of the Operator Data Customer’s site by Voip Unlimited shows the Customer’s site to be unsuitable for the Services in MarketplacerVoip Unlimited’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt opinion acting reasonably. 13.6 Without limiting its other rights or remedies, Voip Unlimited may suspend provision of the request.Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Voip Unlimited if: 16.5 Upon (a) the Operator’s written request, Marketplacer will delete all Operator Data from its production environments.Customer becomes subject to any of the events listed in clause 13.3 13.4(a) to clause 13.4(c) or Voip Unlimited reasonably believes that the Customer is about to become subject to any of them; or 16.6 Marketplacer will not have (b) or if the Customer fails to pay any further obligations to the Operator amount due under this Agreement and is not otherwise Contract on the due date for payment; or (c) or if Voip Unlimited reasonably suspects Unacceptable Use of the Services; or (d) required to provide any assistance to for Voip Unlimited’s operational reasons or in the Operator for the purposes case of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingemergency. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 11.1 Subject to a partyClause 11.2, this Agreement and the Customer’s receipt and/or Licence to use the Data may be terminated: 11.1.1 at will, by either Party giving the other party may Party at least 60 days’ written notice that it wishes to terminate this Agreement at any time; 11.1.2 immediately by either Party on written notice if the other Party is in writing material breach of this Agreement (including repeated breaches which in aggregate constitute a material breach) and (where the matter is capable of remedy) has failed to the party in respect of whom an Event of Default has occurred, and remedy such termination becomes effective on default or breach within thirty days after the date that it on which notice requiring such remedy is served on the relevant party.defaulting Party; 16.2 In addition 11.1.3 immediately by either Party on written notice if the other Party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization, arrangement or equivalent under any laws relating to its rights insolvency or if an involuntary petition in bankruptcy or insolvency or a receiver, manager, administrator or like person is appointed and such petition or appointment is not discharged within thirty days of terminationbeing made, Marketplacer may suspend all or part upon any assignment for the benefit of a Party’s creditors; or 11.1.4 immediately by Aquis on written notice to the provision of Customer at any time where required to do so by a regulatory authority or when discontinuing to provide the Services and/or Data to all Customers; 11.1.5 by the Operator Customer, if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustat any time: (a) cease using, and Marketplacer may cease making available, immediately if Aquis’ authorisation to operate the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise;Aquis MTF or any other market for which it distributes Data is terminated. (b) Aquis makes a material change to this Agreement and/or the Services and/or Data in accordance with Clause 13.2.2, by the provision of at Marketplacer’s electionleast thirty (30) days’ written notice (unless such notice is not possible in which case as much notice as is reasonably possible) to Aquis, forward such termination to take effect on the date on which such change would have become effective. 11.2 The expiry or destroy (and where applicable erase) all materials containing termination of this Agreement in accordance with its terms for any reason shall not give either Party the Intellectual Property Rights right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of Marketplacer in the possession such termination, but termination shall be without prejudice to any rights or control of the Operator; and (c) pay to Marketplacer all amounts due remedies available to, or any obligations or liabilities accrued to, either Party at the effective date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at 11.3 Aquis may exercise its termination rights under this Agreement in whole or in part in respect of any time during the Term. Provided that the Operator makes the request in writing within 30 days particular part of the date Data from time to time. 11.4 The Customer must inform Aquis as soon as reasonably practicable of terminationany Change of Controller. Aquis shall be entitled to terminate this Agreement immediately by the provision of written notice following a Change of Controller by the Customer. 11.5 Aquis may from time to time either temporarily or permanently restrict, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession suspend, prevent access to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts or cease to provide the Operator Data within a and/or Services, if in Aquis’ reasonable timeframe following receipt opinion: (a) Customer is or is likely to be in breach of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.;

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other 18.1 Either party may terminate this Agreement at any time by giving the other party no less than 5 Business Days’ notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant partywriting. 16.2 In addition to its rights 18.2 CMSHK may also terminate this Agreement upon the occurrence of termination, Marketplacer may suspend all any one or part more of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustfollowing events: (a) cease using, and Marketplacer may cease making available, the Services, and withdrawal or non-renewal upon expiry (or when called upon to do so) of the Powered Standing Authority (Client Securities) given by Marketplacer logo under clause 23, unless the parties mutually agree otherwiseCustomer to CMSHK; (b) at Marketplacerthe withdrawal of the Customer's appointment of CMSHK as the Customer’s electioncustodian under Clause 8.1;or (c) where the Customer no longer maintains any Account with CMSHK or where CMSHK no longer provides any services to the Customer by virtue of Clause 18.6. 18.3 Termination under this Clause is without prejudice to any other provisions of this Agreement and shall not affect: (a) any Transactions entered into by CMSHK pursuant to this Agreement before the termination; (b) any accrued rights or liabilities of any of the parties to this Agreement which may already have arisen; (c) any warranties, forward or destroy representations, undertakings and indemnities given by the Customer; (and where applicable erased) all materials containing any rights of CMSHK over any of the Intellectual Property Rights of Marketplacer Customer's property in the possession or control of CMSHK whether the Operatorsame be held for safe custody, margin or otherwise and whether pursuant to this Agreement or otherwise so long as there are any outstanding liabilities of the Customer to CMSHK; and (ce) pay the rights or liabilities of either party to Marketplacer this Agreement arising out of or in connection with any outstanding orders or open contracts at the time of such termination whether as to margin, commissions, expenses, indemnity or otherwise whatsoever or howsoever in accordance with the terms of this Agreement until all such contracts have been closed out or settlement and/or delivery has been effected and all such liabilities have been fully discharged. Service of notice of termination by the Customer shall not affect any Transaction entered into pursuant to the Agreement before the expiration of one (1) Business Day after the actual receipt of by CMSHK of the termination notice. Notwithstanding anything in the Agreement, CMSHK may at its sole discretion, reasonably exercised, immediately cease or refuse to carry out or execute any order or orders of the Customer (a) upon receipt of a termination notice from the Customer and/ or (b) upon issuance of a termination notice by CMSHK to the Customer; as the case may be, both notwithstanding that the notice period in clause 18.1 has not expired. 18.4 Upon termination of this Agreement under this Clause, all amounts due at or owing by the date of termination. 16.4 The Services include functionality that enables the Operator Customer to export Operator Data at CMSHK under this Agreement shall become immediately due and payable. CMSHK shall cease to have any time during the Term. Provided that the Operator makes the request in writing within 30 days obligations to purchase or sell Securities on behalf of the date of termination, Marketplacer will also provide a copy of Customer in accordance with the Operator Data in Marketplacer’s possession to the Operator following termination provisions of this Agreement. Marketplacer will , notwithstanding any instructions from the Customer to the contrary. 18.5 CMSHK may suspend the services to the Customer in relation to or under the Account without prior notice (a) where the Account has recorded no trading activity for a continuous period of 12 months; (b) where there is administrative or operational reason of CMSHK; (c) in the event of system failure, force majeure, suspicion of money laundering terrorist financing and/or other illegal activities through the Transactions and/or the use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestAccount; and/or (d) where requirements of court orders, applicable laws and regulations, regulatory authorities, investigation by any competent authority or CMSHK for legal and regulatory compliance purpose warrant such suspension. 16.5 Upon 18.6 CMSHK may terminate the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations services to the Operator Customer in relation to or under this Agreement and is not otherwise required to provide any assistance to the Operator Account without prior notice where the Account has recorded no trading activity for the purposes a continuous period of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing18 months. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 11.1 Subject to a partyClause 11.2, this Agreement and the Distributor’s receipt and/or Licence to use the Data may be terminated: 11.1.1 at will, by either Party giving the other party may Party at least ninety (90) days’ written notice that it wishes to terminate this Agreement at any time; 11.1.2 immediately by either Party on written notice if the other Party is in writing material breach of this Agreement and, where the matter is capable of remedy, has failed to the party in respect of whom an Event of Default has occurred, and remedy such termination becomes effective on default or breach within thirty (30) days after the date that it on which written notice requiring such remedy is served on the relevant party.defaulting Party; 16.2 In addition 11.1.3 immediately by either Party on written notice if the other Party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization, arrangement or equivalent under any laws relating to its rights insolvency or if an involuntary petition in bankruptcy or insolvency or a receiver, manager, administrator or like person is appointed and such petition or appointment is not discharged within thirty days of terminationbeing made, Marketplacer may suspend all or part upon any assignment for the benefit of a Party’s creditors; 11.1.4 immediately by Aquis on written notice to the provision of Distributor at any time where required to do so by a regulatory authority or when discontinuing to provide the Services and/or Data to all Customers and/or distributors; 11.1.5 by the Operator Distributor, if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustat any time: (a) cease using, and Marketplacer may cease making available, Aquis’ authorisation to operate the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwiseAquis MTF or any other market for which it or its Affiliates uses and/or distributes Data is terminated; (b) Aquis makes a change to the Services and/or Data and/or Technical Specifications and/or the Fee Schedule in accordance with Clause 13.1 by the provision of at Marketplacer’s electionleast thirty (30) days’ written notice (unless such notice is not possible in which case as much notice as is reasonably possible) to Aquis, forward such termination to take effect on the date on which such change would have become effective. 11.2 The expiry or destroy (and where applicable erase) all materials containing termination of this Agreement for any reason shall not give either Party the Intellectual Property Rights right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of Marketplacer such termination, but termination shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either Party at the effective date of termination.‌ 11.3 Aquis may exercise its termination rights under this Agreement in the possession whole or control in part in respect of any particular part of the OperatorData from time to time. 11.4 The Distributor must inform ▇▇▇▇▇ as soon as reasonably practicable of any Change of Control of the Distributor. 11.5 Aquis may from time to time either temporarily or permanently restrict, suspend, prevent access to or cease to provide the Data and/or Services, if: (a) the Distributor is in breach of the Agreement and has failed to remedy such breach within thirty (30) days after the date on which written notice requiring such remedy is served on Distributor; and (b) regulatory implications require such an action; and (c) pay Aquis may from time to Marketplacer all amounts due at the date time temporarily restrict, suspend or prevent access if system maintenance, stability or development work is required. With respect to (b) and/or (c) above, Aquis will provide reasonable prior notice of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and such an action unless it is not otherwise required commercially practicable or permissible to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingdo so. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party 10.1 Either Party may terminate this Agreement by (i) effective on written notice in writing to if the party in respect of whom an Event of Default has occurredother Party materially breach this Agreement, and such termination breach (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach (other than for payment default or breaches of confidentiality), for which the non-breaching party may terminate if such breach remains uncured five (5) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes effective on insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the date that it is served on the relevant partybenefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Customer’s breach of Sections 1 and 2 of this Agreement shall be considered a material breach. 16.2 In addition 10.2 If Customer fails to its make any payment when due, without limiting Traumasoft’s other rights of terminationand remedies, Marketplacer if such failure continues for five (5) days beyond the due date, Traumasoft may suspend Customer's and its Authorized Users' access to any portion or all or part of the Software, Maintenance or Subscription until such amounts are paid in full. 10.3 Notwithstanding anything to the contrary in this Agreement, Traumasoft may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Software, Maintenance or the Subscription if: (i) Traumasoft determines that (A) there is a threat or attack on any of the Traumasoft IP; (B) Customer's or any Authorized User's use of the Traumasoft IP disrupts or poses a security risk to the Traumasoft IP or to any other customer or vendor of Traumasoft; (C) Customer, or any Authorized User, is using the Traumasoft IP for fraudulent or illegal activities; (D) Customer, or any Authorized User, is violating the terms of this Agreement, the Terms of Service or the Privacy Policy; (E) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) Traumasoft’s provision of the Services Software, the Maintenance or the Subscription to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Traumasoft has suspended or terminated Traumasoft’s access to or use of any third-party services or products required to enable Customer to access the Subscription, the Maintenance or the Software; or (iii) in accordance with Section 9 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Traumasoft shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Operator if an Event of Default occurs and Subscription, the Event of Default is either incapable of remedy Maintenance or the Operator fails Software following any Service Suspension. Traumasoft shall use commercially reasonable efforts to remedy it resume providing access to the Subscription, the Maintenance or the Software as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Traumasoft will have no liability for any damage, liabilities, losses (and provide satisfactory evidence including any loss of such remedy to Marketplacer) within 7 days data or profits), or any other consequences that Customer or any Authorized User may incur as a result of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of DefaultService Suspension. 16.3 On 10.4 The following sections shall survive any termination or expiration of this Agreement: Sections 1.4, the Operator must: (a) cease using1.5, 2, 3.4, 4.3, 4.4, 4.5, 4.6, 7. 9-17 and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control any provisions of the Operator; andAgreement, which by their express terms or clear intent survive termination or expiration of this Agreement (c) pay to Marketplacer 10.5 If Traumasoft terminates an Order Form under this Agreement because of non-payment by Customer, all amounts unpaid fees for the remainder of the Subscription Term immediately fall due at the date of terminationfor payment. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days 10.6 Upon termination of the date of terminationCustomer’s Subscription Service, Marketplacer will also Traumasoft must promptly provide a copy of the Operator Customer with all Customer Data in Marketplacer’s possession comma separated value (CSV) format. However, Traumasoft may retain Customer Data in backup media for an additional period of up to the Operator following twelve (12) months, or longer if required by law. 10.7 Upon termination of this Agreement. Marketplacer , access to the Software, Subscription Services, Work Product and Professional Services or such other services and products provided by Traumasoft will terminate, and Customer will cease all use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Software, Subscription Services, Work Product and Professional Services or such other services and products provided by Traumasoft and destroy and certify destruction of all Documentation and other Traumasoft Confidential Information. Upon the Operator’s written requestany termination by either Party under Section 10, Marketplacer there will delete all Operator Data from its production environments. 16.6 Marketplacer will be no refund for any Fees paid hereunder, including but not have limited to any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator prepaid Fees for the purposes Software, Subscription Services, Work Product and Professional Services or such other services and products provided by Traumasoft and Customer shall be obligated to pay all Fees owed through the effective date of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingany termination. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part 13.1 Upon expiry of the provision of Initial Term Voip Unlimited shall continue to supply the Services to the Operator Customer on the terms of this Contract subject to the rights of either party to terminate or suspend the Contract as set out in this clause 13. 13.2 Without limiting its other rights or remedies, Voip Unlimited may terminate the Contract by giving the Customer at least three months' written notice provided that such notice will only be effective if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required expires after expiry of the Operator to remedy the Event of DefaultInitial Term. 16.3 On termination 13.3 Without limiting its other rights or expiration of this Agreementremedies, the Operator mustCustomer may at any time after commencement of the Initial Term terminate all or some only of the Services provided under the Contract by giving Voip Unlimited written notice of a length at least equal to the: (a) cease usingthe length of notice set out in the relevant Service Schedule in respect of the Service(s) being terminated; or (b) if no length of notice is specified, and Marketplacer three months’ notice; provided that any such notice will only be effective if it expires after expiry of the Initial Term. 13.4 Without limiting its other rights or remedies, either party may cease making availableterminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the Services, and the Powered by Marketplacer logo under clause 23court, unless for the parties mutually agree otherwisepurpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (b) at Marketplacer’s electionthe other party suspends, forward or destroy (and where applicable erase) threatens to suspend, or ceases or threatens to cease to carry on all materials containing the Intellectual Property Rights or a substantial part of Marketplacer in the possession or control of the Operatorits business; andor (c) pay the other party’s financial position deteriorates to Marketplacer all amounts due at such an extent that in the date terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; (d) the other party (being an individual) dies or, by reason of terminationillness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 16.4 The Services include functionality that enables 13.5 Without limiting its other rights or remedies, Voip Unlimited may terminate the Operator Contract with immediate effect by giving written notice to export Operator Data at the Customer if: (a) the Customer fails to pay any time during amount due under the Term. Provided Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) there is a change of Control of the Customer; (c) Voip Unlimited reasonably suspects Unacceptable use of the Services; (d) Voip Unlimited reasonably suspects that the Operator makes Services are being used in a way prohibited by the request in writing within 30 days terms of the date Service Documents; or (e) If any licence or other agreement required for Voip Unlimited to supply the Services expires or is revoked through no fault of termination, Marketplacer will also provide a copy Voip Unlimited. (f) the results of any survey of the Operator Data Customer’s site by Voip Unlimited shows the Customer’s site to be unsuitable for the Services in MarketplacerVoip Unlimited’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt opinion acting reasonably. 13.6 Without limiting its other rights or remedies, Voip Unlimited may suspend provision of the request.Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Voip Unlimited if: 16.5 Upon (a) the Operator’s written request, Marketplacer will delete all Operator Data from its production environments.Customer becomes subject to any of the events listed in clause 13.3 13.4(a) to clause 13.4(c) or Voip Unlimited reasonably believes that the Customer is about to become subject to any of them; or 16.6 Marketplacer will not have (b) or if the Customer fails to pay any further obligations to the Operator amount due under this Agreement and is not otherwise Contract on the due date for payment; or (c) or if Voip Unlimited reasonably suspects Unacceptable Use of the Services; or (d) required to provide any assistance to for Voip Unlimited’s operational reasons or in the Operator for the purposes case of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingemergency. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party(a) EBC may, the other party may at its option, terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may or suspend all or part any portion of the Agreement (i.e. all or any Services provided hereunder) without liability by giving Customer written notice as follows: (i) if Customer fails to make any payment due to EBC within *** days of Customer’s receipt from EBC of written notice of such failure; (ii) if Customer breaches any material provision of the Services to the Operator this Agreement, and (A) if an Event such breach is capable of Default occurs and the Event remedy, Customer does not cure such breach within *** days of Default is either incapable Customer’s receipt from EBC of remedy or the Operator fails to remedy it (and provide satisfactory evidence written notice of such remedy breach, or (B) if such breach is not capable of remedy, or has occurred more than once, immediately upon Customer’s receipt of written notice from EBC of such breach; or (iii) if Customer files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or files or has filed against it any petition or answer seeking any reorganization, composition, liquidation or similar relief for itself under any applicable statute, law or regulation or makes any general assignment for the benefit of its creditors, or admits in writing its inability to Marketplacerpay its debts generally as they become due. In no event shall EBC’s election to suspend the Agreement and/or any Service(s) be construed as a waiver of EBC’s right to terminate the Agreement and/or any Service(s). (b) Customer may terminate any Channel Management and Origination Services for any reason or no reason, by giving EBC sixty (60) days written notice without any Customer Termination Liability as defined in Section 17(d) below. Provided that the Customer is not in breach of any material provision of this Agreement, Customer may terminate all or any portion of the Teleport Services, without any Customer Termination Liability, by giving EBC written notice as follows: (i) if EBC breaches any material provision of this Agreement, and (A) if such breach is capable of remedy, EBC does not cure such breach within 7 *** days of receiving receipt of written notice of such breach, or (B) if such breach is not capable of remedy, immediately upon receipt of written notice of such breach; or (ii) if EBC files a notice petition in bankruptcy or is adjudicated bankrupt or insolvent, or files or has filed against it any petition or answer seeking any reorganization, composition, liquidation or similar relief for itself under any ***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. applicable statute, law or regulation or makes any general assignment for the benefit of its creditors, or admits in writing from Marketplacer party specifying the action required of the Operator its inability to remedy the Event of Defaultpay its debts generally as they become due. 16.3 On (c) Upon termination or expiration of all or any portion of any Services and/or the Agreement for whatever reason, the Customer shall cease using all the terminated or expired Services. Notwithstanding anything contained herein to the contrary, in such event all outstanding indebtedness of the Customer to EBC under this Agreement, the Operator must:adjusted for any applicable Outage Credits and/or Service Failure Credits, shall become immediately due and payable. (ad) cease using, and Marketplacer may cease making available, In the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control event Customer terminates any portion of the Operator; and (cAgreement for any reason except for that as set forth in Section 17(b) above or 20(b) below, within *** days of such termination Customer shall pay EBC a sum equal to Marketplacer all amounts due at the date projected MRCs that Customer would have paid EBC to provide the Teleport Services for the remainder of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided , had such Teleport Services not been terminated (a “Customer Termination Liability”); provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will EBC must use commercially reasonable efforts to reduce the amount of the Customer Termination Liability by mitigating any costs directly related to discontinuing the Teleport Services or other costs incurred by EBC in order to provide the Operator Data within a reasonable timeframe following receipt Services. To the extent EBC is able to mitigate such costs, EBC shall return to Customer an amount equal to the reduction in the amount of the request. 16.5 Upon Customer Termination Liability paid by Customer, in no event to exceed the Operator’s written requestCustomer Termination Liability paid by Customer. The Parties agree this is a proper assessment of the loss of bargain and damages EBC will incur, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required a penalty. (e) The Customer shall remain liable to provide pay all charges for any assistance suspended Services pursuant to Section 17(a) hereof during any period of suspension and, for the avoidance of doubt, any such suspensions shall not be deemed an Outage or Service Failure and no Outage Credits or Service Failure Credits are payable by EBC to the Operator Customer for the purposes any such period of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.suspension. ***

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party 10.1 Either Party may terminate this Agreement by (i) effective on written notice in writing to if the party in respect of whom an Event of Default has occurredother Party materially breach this Agreement, and such termination breach (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach (other than for payment default or breaches of confidentiality), for which the non-breaching party may terminate if such breach remains uncured five (5) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes effective on insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the date that it is served on the relevant partybenefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Customer’s breach of Sections 1 and 2 of this Agreement shall be considered a material breach. 16.2 In addition 10.2 If Customer fails to its make any payment when due, without limiting Traumasoft’s other rights of terminationand remedies, Marketplacer if such failure continues for five (5) days beyond the due date, Traumasoft may suspend Customer's and its Authorized Users' access to any portion or all or part of the Software, Maintenance or Subscription until such amounts are paid in full. 10.3 Notwithstanding anything to the contrary in this Agreement, Traumasoft may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Software, Maintenance or the Subscription if: (i) Traumasoft determines that (A) there is a threat or attack on any of the Traumasoft IP; (B) Customer's or any Authorized User's use of the Traumasoft IP disrupts or poses a security risk to the Traumasoft IP or to any other customer or vendor of Traumasoft; (C) Customer, or any Authorized User, is using the Traumasoft IP for fraudulent or illegal activities; (D) Customer, or any Authorized User, is violating the terms of this Agreement, the Terms of Service or the Privacy Policy; (E) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) Traumasoft’s provision of the Services Software, the Maintenance or the Subscription to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Traumasoft has suspended or terminated Traumasoft’s access to or use of any third-party services or products required to enable Customer to access the Subscription, the Maintenance or the Software; or (iii) in accordance with Section 9 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Traumasoft shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Operator if an Event of Default occurs and Subscription, the Event of Default is either incapable of remedy Maintenance or the Operator fails Software following any Service Suspension. Traumasoft shall use commercially reasonable efforts to remedy it resume providing access to the Subscription, the Maintenance or the Software as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Traumasoft will have no liability for any damage, liabilities, losses (and provide satisfactory evidence including any loss of such remedy to Marketplacer) within 7 days data or profits), or any other consequences that Customer or any Authorized User may incur as a result of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of DefaultService Suspension. 16.3 On 10.4 The following sections shall survive any termination or expiration of this Agreement: Sections 1.5, the Operator must: (a) cease using1.6, 2, 3.4, 4.3, 4.4, 4.5, 4.6, 7. 9-17 and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control any provisions of the Operator; andAgreement, which by their express terms or clear intent survive termination or expiration of this Agreement (c) pay to Marketplacer 10.5 If Traumasoft terminates an Order Form under this Agreement because of non-payment by Customer, all amounts unpaid fees for the remainder of the Subscription Term immediately fall due at the date of terminationfor payment. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days 10.6 Upon termination of the date of terminationCustomer’s Subscription Service, Marketplacer will also Traumasoft must promptly provide a copy of the Operator Customer with all Customer Data in Marketplacer’s possession comma separated value (CSV) format. However, Traumasoft may retain Customer Data in backup media for an additional period of up to the Operator following 12 months, or longer if required by law. 10.7 Upon termination of this Agreement. Marketplacer , access to the Software, Subscription Services, Work Product and Professional Services or such other services and products provided by Traumasoft will terminate, and Customer will cease all use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Software, Subscription Services, Work Product and Professional Services or such other services and products provided by Traumasoft and destroy and certify destruction of all Documentation and other Traumasoft Confidential Information. Upon the Operator’s written requestany termination by either Party under Section 10, Marketplacer there will delete all Operator Data from its production environments. 16.6 Marketplacer will be no refund for any Fees paid hereunder, including but not have limited to any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator prepaid Fees for the purposes Software, Subscription Services, Work Product and Professional Services or such other services and products provided by Traumasoft and Customer shall be obligated to pay all Fees owed through the effective date of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingany termination. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where 11.1 A party (the "Initiating Party") may terminate this Agreement with immediate effect by written notice to the other party (the "Breaching Party") on or at any time after the occurrence of: (a) an Event irremediable material breach by the Breaching Party of Default occurs this Agreement; (b) a remediable breach by the Breaching Party of a material obligation under this Agreement where the Breaching Party fails to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving full details of the breach and requiring the Breaching Party to remedy the breach and stating that a failure to remedy the breach may give rise to termination under this Condition 11.1 or (c) more than one breach of this Agreement by the Breaching Party, the cumulative effect of such breaches being: (i) sufficient to justify the inference that the Breaching Party would continue to deliver a substandard performance in relation to a partysubstantial portion of this Agreement over the entire remaining period of this Agreement (or, in the case of the Customer, in relation to its obligations under clause 4); or (ii) serious in the widest sense of having a serious effect on the benefit which the Initiating Party would have otherwise derived in relation 11.2 Either party may immediately terminate this agreement if the other party may terminate this Agreement by is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or has a receiver, administrative receiver or administrator appointed or if any circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order. 11.3 Mando Group shall have the right at any time upon notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition Customer to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to in the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: event that: (a) cease using, and Marketplacer may cease making available, the Services, and Customer has failed to deliver the Powered by Marketplacer logo under clause 23, unless Customer Materials in accordance with the parties mutually agree otherwise; Project Plan; or (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights Customer is in breach of Marketplacer in its obligations under Condition 4 of these Conditions. If the possession or control Services are not completed due to delays incurred as a result of the Operator; and Customer or the Customer’s agents or subcontractors and/or associated companies' acts or omissions (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts including without limitation their failure to provide the Operator Data within a Customer Materials in accordance with the Project Plan) then the dates and times set forth in the Project Plan and the Delivery dates shall be extended accordingly. 11.4 All reasonable timeframe following receipt costs and expenses properly incurred by Mando Group by reason of any delay variation interruption or suspension of work arising from any act or omission of the requestCustomer its employees agents or its subcontractors will be reimbursed to Mando Group by the Customer, subject to Mando Group providing written particulars of such costs and expenses. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where 13.1 Without prejudice to the parties rights and remedies, either party may terminate this Agreement or any part thereof if: 13.1.1 the other party is in material breach of this Agreement (including any failure to pay any Charges) and (in the case of remediable breach) fails to remedy the breach within 28 days of receiving notice to that effect from the other party; or 13.1.2 either party becomes insolvent or has a receiving order made against it which is not settled within 7 days or commences to be wound up (not being a members voluntary winding up for the purpose of a solvent reconstruction or amalgamation) or grants a trust deed on behalf of its creditors or any of them; or 13.1.3 Commsworld’s entitlement to provide electronic communications services and associated facilities is suspended or restricted to such an Event extent that it is not permitted to provide the Services; or 13.1.4 the holder of Default occurs a floating charge holder over the assets of the other party is entitled to appoint or has appointed an administrative receiver; or 13.1.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or 13.1.6 any event occurs, or proceedings taken, with respect to the other party in relation any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.1; or 13.1.7 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business. 13.2 We may end this Agreement immediately upon written notice to you if: 13.2.1 it becomes unlawful for us or any Carrier supporting the Service to continue to provide the Service or the Company or a Carrier is required to cease the Service by a competent regulatory authority; or 13.2.2 a Carrier ceases to provide services to us for whatever reason or materially changes the terms of provision thereof to us beyond our reasonable control so much so that we are unable to provide your Services; 13.2.3 it transpires following the Agreement Date that, for any reason outwith our control, the Services will not be able to be provided to you. In the event of termination in accordance with this Clause 13.2.3, we shall repay to you any Charges you paid in advance for the Services and shall provide such assistance as you may reasonably require to facilitate a smooth transition to a partynew supplier of the Services; 13.2.4 if there is a change of control of the Customer (as defined in Section 574 of the Capital Allowances Act 2001). 13.3 If this Agreement is terminated prior to the Service Commencement Date and/or prior to the end of the Initial Period, for any reason, other than (i) our fault or negligence or (ii) by you pursuant to Clauses 4.2, 4.7, 14.1 and/or 20.4 you shall forthwith pay us: 13.3.1 all arrears of Charges as at the date of termination; and 13.3.2 all other Charges (including without limitation any supplementary charges pursuant to Clause 4.7) payable under the Agreement (less any Charges you previously paid in respect of a period falling after the date of termination) for the remainder of the relevant Initial Period. 13.4 Except in the case of termination of this Agreement, if any Service provided under this Agreement is terminated prior to the end of the relevant Initial Period for any reason, other than (i) our fault or negligence or (ii) by you pursuant to Clauses 4.2, 4.7 and/or 20.4 you shall forthwith pay to us: 13.4.1 all arrears of Charges in respect of such terminated Service at the date of termination; 13.4.2 all other Charges for the Service (including without limitation any supplementary charges pursuant to Clause 4.7) payable under the Agreement (less any Charges you previously paid in respect of a period falling after the date of termination) for the remainder of the relevant Initial Period or Renewal Period. 13.5 Not used. 13.6 You shall continue to be liable to pay the Charges during such suspension if such suspension is pursuant to your default. 13.7 Not Used. 13.8 Subject to Clauses 13.3 and 13.4, either party may terminate this Agreement by giving prior written notice in writing to the other party (such notice must state the Agreement to which the notice relates and include the Agreement reference number) in respect of whom an Event of Default has occurred, and such termination becomes effective on accordance with the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustfollowing timescales: (a) cease using, and Marketplacer may cease making available, the 13 .8.1 in relation to any per-Unit Co-Location Services, EFM, Leased Line and the Powered by Marketplacer logo under clause 23Fibre Ethernet Services, unless the parties mutually agree otherwise; (b) ADSL Services and any other Service not referred to in Clause 13.8 at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operatorleast 30 days; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 1. A party (“Terminating Party”) may immediately terminate this Agreement onwritten notice to a party, the other party (“Terminated Party”) if: a. Terminated Party materially breaches this Agreement, and fails to remedy that breach within 14 days after receiving notice requiring it to do so; b. Terminated Party commits any act of bankruptcy or insolvency or an order is made for the bankruptcy or winding up of Terminated Party or a resolution is passed for the winding up of Terminated Party otherwise than for the purposes of amalgamation or reconstruction; c. Terminated Party enters into a compromise arrangement with creditors; d. a receiver or official manager of Party B or of any material part of its assets, is appointed; e. a Force Majeure event causes a suspension of a Party’s material obligations for a period of more than thirty (30) days. 2. Customer will be liable for costs the termination of some services which may be subject to a minimum term in accordance with the order form. 3. Synergy is entitled, without prejudice to its other termination rights, to terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may or suspend all or part ofthe Services immediately where: a. Customer fails to pay any amount due under this Agreement by 14 days after the date it is due; b. it is necessary due to a Force Majeure Event; c. Synergy has a right under the Agreement to terminate the Service; d. Synergy, acting reasonably, suspects that there has been fraudulent or illegal use of the provision of the Services Services; e. Customer has breached its credit terms with Synergy or in Synergy’s reasonable opinion Customer poses an Unacceptably High Credit Risk; f. Customer attempts to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy assign, or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice assigns, any right under this Agreement otherwise than in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Defaultaccordance with clause 18. 16.3 On g. Customer is subject to any event referred to in clause 18.4 (whether or not notified). h. The Customer undergoes a change in control, and Synergy considers on reasonable grounds that such a change in control will be detrimental to Synergy’s interests; or Synergy, in its absolute discretion, determines that the Service is no longer economically viable for Synergy to provide. 4. The Customer is entitled, without prejudice to its other termination or expiration of rights, to terminate this Agreement, the Operator mustAgreement with 48 hours notice where: (a) cease using, and Marketplacer may cease making available, a. the Services, and Customer has a right under the Powered by Marketplacer logo under clause 23, unless Agreement to terminate the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of terminationService. 16.4 The Services include functionality that enables b. During the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within first 30 days of this Agreement only, the date of terminationCustomer, Marketplacer will also provide a copy in its absolute discretion, determines that the Service is no longer required or does not meet the requirements of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestCustomer. 16.5 Upon 5. Synergy and the Operator’s written request, Marketplacer Customer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any express rights of termination not expressly stated set out in this Agreementthe Order Form.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 1. A party (“Terminating Party”) may immediately terminate this Agreement onwritten notice to a party, the other party (“Terminated Party”) if: a. Terminated Party materially breaches this Agreement, and fails to remedy that breach within 14 days after receiving notice requiring it to do so; b. Terminated Party commits any act of bankruptcy or insolvency or an order is made for the bankruptcy or winding up of Terminated Party or a resolution is passed for the winding up of Terminated Party otherwise than for the purposes of amalgamation or reconstruction; c. Terminated Party enters into a compromise arrangement with creditors; d. a receiver or official manager of Party B or of any material part of its assets, is appointed; e. a Force Majeure event causes a suspension of a Party’s material obligations for a period of more than thirty (30) days. 2. Customer will be liable for costs the termination of some services which may be subject to a minimum term in accordance with the order form. 3. Synergy is entitled, without prejudice to its other termination rights, to terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may or suspend all or part ofthe Services immediately where: a. Customer fails to pay any amount due under this Agreement by 14 days after the date it is due; b. it is necessary due to a Force Majeure Event; c. Synergy has a right under the Agreement to terminate the Service; d. Synergy, acting reasonably, suspects that there has been fraudulent or illegal use of the provision of the Services Services; e. Customer has breached its credit terms with Synergy or in Synergy’s reasonable opinion Customer poses an Unacceptably High Credit Risk; f. Customer attempts to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy assign, or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice assigns, any right under this Agreement otherwise than in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Defaultaccordance with clause 21. 16.3 On g. Customer is subject to any event referred to in clause 18.4 (whether or not notified). h. The Customer undergoes a change in control, and Synergy considers on reasonable grounds that such a change in control will be detrimental to Synergy’s interests; or Synergy, in its absolute discretion, determines that the Service is no longer economically viable for Synergy to provide. 4. The Customer is entitled, without prejudice to its other termination or expiration of rights, to terminate this Agreement, the Operator mustAgreement with 48 hours notice where: (a) cease using, and Marketplacer may cease making available, a. the Services, and Customer has a right under the Powered by Marketplacer logo under clause 23, unless Agreement to terminate the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of terminationService. 16.4 The Services include functionality that enables b. During the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within first 30 days of this Agreement only, the date of terminationCustomer, Marketplacer will also provide a copy in its absolute discretion, determines that the Service is no longer required or does not meet the requirements of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestCustomer. 16.5 Upon 5. Synergy and the Operator’s written request, Marketplacer Customer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any express rights of termination not expressly stated set out in this Agreementthe Order Form.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part 13.1 Upon expiry of the provision of Initial Term Voip Unlimited shall continue to supply the Services to the Operator Customer on the terms of this Contract subject to the rights of either party to terminate or suspend the Contract as set out in this clause 13. 13.2 Without limiting its other rights or remedies, Voip Unlimited may terminate the Contract by giving the Customer at least three months' written notice, provided that such notice will only be effective if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required expires after expiry of the Operator to remedy the Event of DefaultInitial Term. 16.3 On termination 13.3 Without limiting its other rights or expiration of this Agreementremedies, the Operator mustCustomer may at any time after commencement of the Initial Term terminate all or some only of the Services provided under the Contract by giving Voip Unlimited written notice of a length at least equal to: (a) cease usingthe length of notice set out in the relevant Service Schedule in respect of the Service(s) being terminated; or (b) if no length of notice is specified, and Marketplacer three months’ notice; provided that any such notice will only be effective if it expires after expiry of the Initial Term. 13.4 Without limiting its other rights or remedies, either party may cease making availableterminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the Services, and the Powered by Marketplacer logo under clause 23court, unless for the parties mutually agree otherwisepurpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (b) at Marketplacer’s electionthe other party suspends, forward or destroy (and where applicable erase) threatens to suspend, or ceases or threatens to cease to carry on all materials containing the Intellectual Property Rights or a substantial part of Marketplacer in the possession or control of the Operatorits business; andor (c) pay the other party’s financial position deteriorates to Marketplacer all amounts due at such an extent that in the date terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; (d) the other party (being an individual) dies or, by reason of terminationillness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 16.4 The Services include functionality that enables 13.5 Without limiting its other rights or remedies, Voip Unlimited may terminate the Operator Contract with immediate effect by giving written notice to export Operator Data at the Customer if: (a) the Customer fails to pay any time during amount due under the Term. Provided Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) there is a change of Control of the Customer; (c) Voip Unlimited reasonably suspects Unacceptable use of the Services; (d) Voip Unlimited reasonably suspects that the Operator makes Services are being used in a way prohibited by the request in writing within 30 days terms of the date Service Documents; or (e) If any licence or other agreement required for Voip Unlimited to supply the Services expires or is revoked through no fault of termination, Marketplacer will also provide a copy Voip Unlimited. (f) the results of any survey of the Operator Data Customer’s site by Voip Unlimited shows the Customer’s site to be unsuitable for the Services in MarketplacerVoip Unlimited’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt opinion acting reasonably. 13.6 Without limiting its other rights or remedies, Voip Unlimited may suspend provision of the request.Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Voip Unlimited if: 16.5 Upon (a) the Operator’s written request, Marketplacer will delete all Operator Data from its production environments.Customer becomes subject to any of the events listed in clause 13.3 13.4(a) to clause 13.4(c) or Voip Unlimited reasonably believes that the Customer is about to become subject to any of them; or 16.6 Marketplacer will not have (b) or if the Customer fails to pay any further obligations to the Operator amount due under this Agreement and is not otherwise Contract on the due date for payment; or (c) or if Voip Unlimited reasonably suspects Unacceptable Use of the Services; or (d) required to provide any assistance to for Voip Unlimited’s operational reasons or in the Operator for the purposes case of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingemergency. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event 12.1 BRITANNIC may terminate the CONTRACT or, at BRITANNIC’s discretion, cease or suspend the provision of Default occurs PRODUCTS and/or SERVICES whether under this CONTRACT or any other Contract with the CUSTOMER, upon written notice to the CUSTOMER if: (a) the CUSTOMER fails to pay any CHARGES when due and does not cure the failure within 5 (five) days of a notice requiring payment; (b) the Customer’s unpaid balance or use of the Service exceeds the Customer’s credit limit (if any); (c) if the CUSTOMER commits a breach of Clause 8.2; (d) the CUSTOMER commits a breach of the CONTRACT (other than a breach described in Clause 8.2), and does not cure such breach within 30 (thirty) days of written notice from BRITANNIC; (e) information supplied by the CUSTOMER to BRITANNIC in relation to the CONTRACT is a partymaterial misrepresentation or inaccuracy; (f) the CUSTOMER suffers or undergoes an EVENT OF INSOLVENCY or BRITANNIC reasonably suspects that the CUSTOMER may imminently undergo an EVENT OF INSOLVENCY; (g) where a CONTRACT is signed before BRITANNIC has completed its credit check of the CUSTOMER, and the CUSTOMER subsequently fails to pass BRITANNIC’s credit policy; or (h) BRITANNIC is obliged to comply with an order, instruction or request of a court, government agency, emergency service organisation or other party administrative or regulatory authority. 12.2 The CUSTOMER may terminate the CONTRACT without liability if: (a) BRITANNIC commits a material breach of the Agreement and, in the case of a breach capable of remedy has not cured such breach within 30 (thirty) days of receipt of written notice from the CUSTOMER setting out the details of the breach and requiring its remedy; or (b) BRITANNIC suffers or undergoes an EVENT OF INSOLVENCY. 12.3 For the purposes of this Agreement by notice in writing to Clause 12, a breach shall be considered capable of remedy if the party in respect breach can comply with the provision in question in all respects other than as to the time of whom an Event performance. 12.4 The CUSTOMER may not cancel any CONTRACT before expiry of Default has occurred, and such termination becomes effective the CONTRACT TERM except if it is expressly permitted to do so under the terms of the CONTRACT. The CUSTOMER specifically acknowledges that the CONTRACT price is based on the date that it is served agreed CONTRACT TERM and the CUSTOMER may have obtained favourable pricing terms on the relevant partybasis of a long-term commitment. The CUSTOMER agrees that if it cancels a CONTRACT following CONTRACT signature but prior to the end of the CONTRACT TERM, then it shall pay BRITANNIC a cancellation charge equal to 100% of the then remaining CHARGES which would have been due to BRITANNIC for the remaining CONTRACT TERM on receipt of an invoice from BRITANNIC. Both parties acknowledge and agree that the above cancellation Charges are a genuine pre-estimate of BRITANNIC’s loss in the event that the CUSTOMER were to terminate a CONTRACT prior to the end of the CONTRACT TERM and that they are not intended as a penalty. The cancellation Charges provided in this Clause 12.4 shall not apply if the CUSTOMER cancels a CONTRACT pursuant to Clause 6.2, 10.2 or 11.2. 16.2 In addition to 12.5 BRITANNIC may, in its rights of terminationsole discretion and upon giving the CUSTOMER written notice, Marketplacer may suspend all suspend, terminate or part of the vary provision of the Services PRODUCTS / SERVICES without liability (unless due to the Operator if default of BRITANNIC) for any period during which:(a) BRITANNIC is required to do so in order to avoid a breach of the authorisation of BRITANNIC under the Communications Act 2003 (or any applicable legislation or legal requirements relevant to the performance of the CONTRACT), as amended from time to time;(b) BRITANNIC is obliged or requested to comply with an Event order or instruction of, or a recommendation or request to take such action received from any REGULATOR, emergency Services organisation or a competent administrative authority;(c) BRITANNIC reasonably suspects or believes that the CUSTOMER is in breach of Default occurs and Clauses 8.2;(d) the Event of Default is either incapable of remedy or the Operator CUSTOMER fails to remedy it comply with measures imposed by BRITANNIC pursuant to Clause 6.6;(e) BRITANNIC's Contract with the NETWORK PROVIDER relating to the SERVICES is suspended, varied or terminated; or(f) any licence from a REGULATOR which BRITANNIC requires to perform the CONTRACT is not granted on application or is revoked or amended (and provide satisfactory evidence of such remedy not replaced by an equivalent licence or right) so that BRITANNIC is unable to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying perform the action required of the Operator to remedy the Event of DefaultCONTRACT. 16.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer 12.6 BRITANNIC may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days suspend provision of the date PRODUCTS or SERVICES or any part of terminationthem, Marketplacer will also provide without liability:(a) to vary the technical specification in order to comply with any relevant law or regulation or direction from a copy competent authority;(b) to repair, maintain or improve the PRODUCTS / SERVICES; or(c) if required due to any alterations made to the underlying SERVICE or any routine or emergency maintenance of the Operator Data underlying SERVICE by the NETWORK PROVIDER (including, without limitation, conversions, shifts, reconfigurations and renumbers) which may result in Marketplacer’s possession disruption. BRITANNIC will, during such suspension under this Clause 12.6, try to ensure that minimum disruption is caused to the Operator following PRODUCTS or SERVICES. 12.7 If BRITANNIC has terminated or suspended a CONTRACT or a SERVICE in accordance with the CONTRACT due to any default of the CUSTOMER or any of its end-users, then the CUSTOMER agrees to pay BRITANNIC a reasonable reconnection fee if BRITANNIC agrees to re-activate the CONTRACT. 12.8 Termination of a CONTRACT shall be without prejudice to any other right or remedy of either party in accordance with this CONTRACT. 12.9 On termination of this Agreement. Marketplacer will use reasonable efforts to provide a CONTRACT (howsoever caused):(a) where applicable, the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software communication service may be disconnected unless the parties agree otherwise CUSTOMER makes alternative arrangements with BRITANNIC;(b) CHARGES for any PRODUCTS and SERVICES that have been delivered but not paid shall become immediately due and payable; and(c) the CUSTOMER will allow BRITANNIC access to collect any of BRITANNIC’s EQUIPMENT in writingthe Customer’s possession, custody or control. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 13.1 Without affecting any other right or remedy available to a partyit, the other party Performanta may terminate this Agreement and/or any individual Statement of Work with immediate effect by giving written notice in writing to the Client if: 13.1.1 the Client commits a breach of any term of this Agreement or any Statement of Work and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; 13.1.2 the Client fails to pay any amount due under this Agreement or any Statement of Work on the due date for payment and remains in default for in excess of 14 days; 13.1.3 the Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 13.1.4 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 13.1.5 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 13.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 13.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Client; 13.1.8 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; 13.1.9 a person becomes entitled to appoint a receiver over all or any of the assets of the Client or a receiver is appointed over all or any of the assets of the Client; 13.1.10 a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Clients’ assets and such attachment or process is not discharged within 7 days; 13.1.11 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.4 to clause 13.1.10 (inclusive); or 13.1.12 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 13.1.13 there is a change of control of the Client. 13.2 The Client shall be entitled to terminate an individual Statement of Work upon not less than 7 days’ notice to Performanta, and the provisions of clauses 7.1, 14.1.2 and 14.1.3 shall apply in such circumstances. 13.3 If the Client fails to pay any amount due under this Agreement or any Statement of Work on the due date for payment and remains in default for in excess of 7 days, without affecting any other right or remedy available to it, Performanta may suspend the performance of any or all of its Services and other obligations under this Agreement by giving not less than 7 days' notice to the Client of its intention to do so and stating the ground or grounds on which it intends to suspend performance. 13.4 In the event of a suspension in accordance with this Agreement, without affecting any other right or remedy: 13.4.1 the provisions of clauses 7.1, 14.1.2 and 14.1.3 shall apply; and 13.4.2 the Client shall pay Performanta a reasonable amount in respect of whom an Event costs and expenses reasonably incurred by Performanta as a result of Default has occurred, and such termination becomes effective on the date that it is served on the relevant partyany exercise of its right referred to in clause 13.3. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event Termination by Interphone 14.1 Interphone may, without liability, terminate the Contract or provi- sioning of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing Service at any time prior to the party in respect of whom an Event of Default has occurredCommencement Date, and such termination becomes effective on the date if Interphone reasonably determines that it is served on not technically or operatively feasible or commercially viable to supply the relevant partyService to the Customer. 16.2 In addition to 14.2 Interphone may, without liability, at its rights of termination, Marketplacer may option either terminate or suspend all or part of the provision of the Services Contract by giving notice to the Operator if an Event of Default occurs Customer if: a) the Customer breaches its obligations under the Contract and the Event of Default such breach is either incapable not capable of remedy or the Operator Customer does not remedy that breach within 30days after Interphone gives it notice requiring it to do so; b) if the Customer does not obtain the consent of the owner of the Premises to the supply of the Service. c) the Customer fails to remedy it (make payment for the Services by the Due Date and provide satisfactory evidence such amounts remain unpaid for10 Business Days after receiving notice from Interphone of such remedy non-pay- ment; d) Interphone reasonably suspects fraud or other misuse by the Information is current as of 30/07/2019 & is subject to Marketplacerchange without notice. Page 4 Customer or any person in connection with the Customer with the Service and the Customer has not responded to Inter- phone’s notice to the Customer of any such event; e) within 7 days The Customer suffers an Insolvency Event; f) Interphone or an Interphone group company is entitled to termi- nate or cancel any other service supplied to the Customer, or is entitled to (or does) terminate any other agreement with the Customer; g) Interphone is required to do so under any law or to comply with an order, instruction or request of receiving a notice in writing from Marketplacer party specifying Government Agency, an emergency services organisation or any other competent authority; or h) a supplier terminates its agreement with Interphone, or ceases to supply services to Interphone, and Interphone is not able to provide the action required Service using an alternate supplier on terms rea- sonably acceptable to Interphone 14.3 If the Service is terminated before the end of the Operator Term pursuant to remedy clause 14.2 (other than clause 14.2(h)) the Event Customer must pay to Inter- phone an amount calculated by multiplying the Monthly Service Fee by the remaining months (or part thereof) of Defaultthe Term and any outstanding charges including Establishment Fee or part thereof. Termination by Customer 14.4 The Customer may after the Commencement Date, terminate the Contract, without liability if: a) it does so pursuant to clause 10.2; b) if the Service has been suspended for more than 14 consec- utive days through no fault of the Customer other than in the case of a force majeure event. 16.3 On termination or expiration c) Interphone commits a serious breach of this Agreement, the Operator must: (a) cease usingContract, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality has not remedied that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing breach within 30 days of the becoming aware of the breach. 14.5 Except as provided in clause 14.4 the Customer may terminate the Contract: 14.5.1 Before the Commencement Date and the Customer must pay to Interphone all infrastructure and installation costs incurred by Interphone in connection with preparation for the provision of the Service; or 14.5.2 after the Commencement Date but before the end of the Term by giving 30 days written notice to Interphone and must pay Interphone an amount calculated by multiplying the Monthly Service Fee by the remaining months (or part thereof) of the Term and any outstanding charges including Establishment Fee or part thereof. Such right of ter- mination is without prejudice to any other rights which the party not in breach may have. Termination by Either Party 14.6 Either party (“Affected Party”) may, without liability, terminate the Contract with immediate effect from the date of termination, Marketplacer will also provide service of a copy notice (or with effect from a later date as the Affected Party may nominate in a notice) if any Force Majeure Event prevents the supply of the Operator Data in MarketplacerService for more than 30 consecutive days. Suspension by Interphone 14.7 In addition to Interphone’s possession rights under clause 14.2, Interphone may, upon reasonable notice, without liability and with immediate effect sus- pend the Service for as long as Interphone, acting reasonably, consid- ers necessary: a) if doing so is necessary to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts allow Interphone or a third party supplier to provide the Operator Data within a reasonable timeframe following receipt repair, maintain or service any part of the request.In- terphone Network or Supplier Network used to supply the Service; 16.5 Upon b) problems are experienced interconnecting the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have Interphone Net- work with any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.Supplier Network;

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party (a) The Owner may terminate this Agreement the Contract forthwith by written notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all Hirer if one or part more of the provision following events occur: (i) The Hirer defaults in punctual payment of the Services any sum due to the Operator if an Event Owner for hire of Default occurs Plant or other charges payable pursuant to these conditions and the Event of Default is either incapable of remedy or the Operator fails to remedy such default within 10 working days or such other period as might be considered reasonable under the circumstances upon receiving written notice requiring it to do so; (ii) The Hirer fails to observe and provide satisfactory evidence perform the terms and conditions of the Contract and fails to remedy such remedy to Marketplacer) default within 7 10 working days of receiving a written notice in writing from Marketplacer party specifying requiring it to do so; (iii) The Hirer suffers, or the action required Owner reasonably believes that the Hirer shall suffer, any distress or execution to be levied against them; (iv) The Hirer makes or proposes to make any arrangement with their creditors or becomes insolvent within the meaning of Section 113 of the Operator to remedy Housing Grants, Construction and Regeneration Act 1996 or any amendment or re-enactment thereof for the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must:time being in force; or (av) cease using, and Marketplacer The Hirer does or causes to be done or permit or suffer any act or thing whereby the Owner’s rights in the Plant may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise;be prejudiced or put into jeopardy. (b) In the event of termination under sub-paragraph (a) above: (i) The Hirer must give the Owner or the Owner’s agents immediate unobstructed access to recover the Plant. (ii) The Owner shall be entitled to claim the hire charges outstanding as at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights date of Marketplacer in the possession or control termination of the Operator; andhire under this clause and return transport charges under clause 31. (c) pay to Marketplacer all amounts due at The rights under sub-paragraph (a) and (b) above: (i) May be exercised notwithstanding that the date Owner may have waived some previous default or matter of terminationthe same or a like nature. 16.4 (ii) Shall not affect the Owner’s right to claim damages for breach of Contract or recover any sums due under the Contract as a debt. (d) If the Hirer does not make payment of a sum by the final date on which payment is due to be made, the Owner has the right to suspend performance of its obligations under the Contract. The Services include functionality that enables right to suspend may not be exercised without first giving to the Operator to export Operator Data Hirer at any time during the Term. Provided that the Operator makes the request least 7 working days’ notice in writing within 30 days of the date of terminationOwner’s intention to suspend performance, Marketplacer stating the ground or grounds on which the Owner intends to suspend performance. The right to suspend performance will also provide a copy cease when the Hirer makes payment in full of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestamount due. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where 15.1. Upon the occurrence and during the continuance of an Event of Default occurs in relation to a partyunder the Agreement, the other party may terminate this Agreement by non-Defaulting Party (the “Non-Defaulting Party”) shall have the right, exercisable in its sole discretion and at any time upon written notice in writing to the party Defaulting Party, to (a) terminate, liquidate and close-out all Transactions under the Agreement as of the date (the “Early Termination Date”) specified in respect such notice (which shall be no later than twenty (20) days following the date on which such notice is sent) and/or (b) suspend all (but not less than all) of whom its obligations under the Agreement; provided, however, that any suspension of obligations hereunder shall not exceed fifteen (15) Business Days from the earlier of the date on which either (x) the Non-Defaulting Party shall have received written notice of the occurrence of an Event of Default has occurredfrom the Defaulting Party or (y) the Non-Defaulting Party shall have actual knowledge of the occurrence of an Event of Default. In addition, and upon the occurrence of an event specified in Clause 15.2 which, with the giving of notice as specified in such termination becomes effective on Clause 15.2 would constitute an Event of Default, the Non-Defaulting Party shall have the right, exercisable in its sole discretion, to suspend all (but not less than all) of its obligations under the Agreement by giving written notice to the Defaulting Party; provided, however, that any suspension of obligations hereunder shall not exceed fifteen (15) Business Days from the earlier of the date that it is served on which either (x) the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part Non-Defaulting Party shall have received written notice of the provision occurrence of the Services to the Operator if an Event of Default occurs and from the Event of Default is either incapable of remedy Defaulting Party or (y) the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required Non-Defaulting Party shall have actual knowledge of the Operator to remedy the occurrence of an Event of Default. 16.3 On termination or expiration 15.2. For the purposes of this the Agreement, an “Event of Default” means the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data occurrence at any time during with respect to a Party or, if applicable, any Credit Support Provider of that Party (the Term. Provided that the Operator makes the request in writing within 30 days “Defaulting Party”) of any of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.events:

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 11.1 Subject to a partyClause 11.2, this Agreement and the Distributor’s receipt and/or Licence to use the Data may be terminated: 11.1.1 at will, by either Party giving the other party may Party at least ninety (90) days’ written notice that it wishes to terminate this Agreement at any time; 11.1.2 immediately by either Party on written notice if the other Party is in writing material breach of this Agreement and, where the matter is capable of remedy, has failed to the party in respect of whom an Event of Default has occurred, and remedy such termination becomes effective on default or breach within thirty (30) days after the date that it on which written notice requiring such remedy is served on the relevant party.defaulting Party; 16.2 In addition 11.1.3 immediately by either Party on written notice if the other Party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization, arrangement or equivalent under any laws relating to its rights insolvency or if an involuntary petition in bankruptcy or insolvency or a receiver, manager, administrator or like person is appointed and such petition or appointment is not discharged within thirty days of terminationbeing made, Marketplacer may suspend all or part upon any assignment for the benefit of a Party’s creditors; 11.1.4 immediately by Aquis on written notice to the provision of Distributor at any time where required to do so by a regulatory authority or when discontinuing to provide the Services and/or Data to all Customers and/or distributors; 11.1.5 by the Operator Distributor, if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustat any time: (a) cease using, and Marketplacer may cease making available, Aquis’ authorisation to operate the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwiseAquis MTF or any other market for which it or its Affiliates uses and/or distributes Data is terminated; (b) Aquis makes a change to the Services and/or Data and/or Technical Specifications and/or the Fee Schedule in accordance with Clause 13.1 by the provision of at Marketplacer’s electionleast thirty (30) days’ written notice (unless such notice is not possible in which case as much notice as is reasonably possible) to Aquis, forward such termination to take effect on the date on which such change would have become effective. 11.2 The expiry or destroy (and where applicable erase) all materials containing termination of this Agreement for any reason shall not give either Party the Intellectual Property Rights right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of Marketplacer such termination, but termination shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either Party at the effective date of termination.‌ 11.3 Aquis may exercise its termination rights under this Agreement in the possession whole or control in part in respect of any particular part of the OperatorData from time to time. 11.4 The Distributor must inform Aquis as soon as reasonably practicable of any Change of Control of the Distributor. 11.5 Aquis may from time to time either temporarily or permanently restrict, suspend, prevent access to or cease to provide the Data and/or Services, if: (a) the Distributor is in breach of the Agreement and has failed to remedy such breach within thirty (30) days after the date on which written notice requiring such remedy is served on Distributor; and (b) regulatory implications require such an action; and (c) pay Aquis may from time to Marketplacer all amounts due at the date time temporarily restrict, suspend or prevent access if system maintenance, stability or development work is required. With respect to (b) and/or (c) above, Aquis will provide reasonable prior notice of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and such an action unless it is not otherwise required commercially practicable or permissible to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingdo so. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part 13.1 Upon expiry of the provision of Initial Term Voip Unlimited shall continue to supply the Services to the Operator Customer on the terms and conditions current at that time rather than their original terms and conditions; subject to the rights of either party to terminate or suspend the Contract as set out in this clause 13. 13.2 Without limiting its other rights or remedies, Voip Unlimited may terminate the Contract by giving the Customer at least three months' written notice, provided that such notice will only be effective if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required expires after expiry of the Operator to remedy the Event of DefaultInitial Term. 16.3 On termination 13.3 Without limiting its other rights or expiration of this Agreementremedies, the Operator mustCustomer may at any time after commencement of the Initial Term terminate all or some of the Services provided under the Contract; by completing a cancellation form and giving Voip Unlimited written notice of a length at least equal to: (a) cease usingthe length of notice set out in the relevant Service Schedule in respect of the Service(s) being terminated; or (b) if no length of notice is specified, and Marketplacer three months’ notice; provided that any such notice will only be effective if it expires after expiry of the Initial Term. 13.4 If you terminate your services before the end of the Initial Term, or Renewal Term, as appropriate, you will be required to pay an early termination charge (ETC). (a) The ETC is calculated as a sum equal to the monthly service fee, multiplied by the number of months remaining on your Initial term, or Renewal Term, as appropriate (Note: part months are calculated on a pro-rata basis). (b) On receiving notice that you wish to terminate your services, you will be advised of the amount of the ETC. 13.5 Without limiting its other rights or remedies, either party may cease making availableterminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the Services, and the Powered by Marketplacer logo under clause 23court, unless for the parties mutually agree otherwisepurpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (b) at Marketplacer’s electionthe other party suspends, forward or destroy (and where applicable erase) threatens to suspend, or ceases or threatens to cease to carry on all materials containing the Intellectual Property Rights or a substantial part of Marketplacer in the possession or control of the Operatorits business; andor (c) pay the other party’s financial position deteriorates to Marketplacer all amounts due at such an extent that in the date terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; (d) the other party (being an individual) dies or, by reason of terminationillness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 16.4 The Services include functionality that enables 13.6 Without limiting its other rights or remedies, Voip Unlimited may terminate the Operator Contract with immediate effect by giving written notice to export Operator Data at the Customer if: (a) the Customer fails to pay any time during amount due under the Term. Provided Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) there is a change of Control of the Customer; (c) Voip Unlimited reasonably suspects Unacceptable use of the Services; (d) Voip Unlimited reasonably suspects that the Operator makes Services are being used in a way prohibited by the request in writing within 30 days terms of the date Service Documents; or (e) If any licence or other agreement required for Voip Unlimited to supply the Services expires or is revoked through no fault of termination, Marketplacer will also provide a copy Voip Unlimited. (f) the results of any survey of the Operator Data Customer’s site by Voip Unlimited shows the Customer’s site to be unsuitable for the Services in MarketplacerVoip Unlimited’s possession opinion acting reasonably. 13.7 Without limiting its other rights or remedies, Voip Unlimited may suspend provision of the Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Voip Unlimited if: (a) the Customer becomes subject to any of the Operator following events listed in clause 13.3 13.5(a) to clause 13.5(c) or Voip Unlimited reasonably believes that the Customer is about to become subject to any of them; or (b) or if the Customer fails to pay any amount due under this Contract on the due date for payment; or (c) or if Voip Unlimited reasonably suspects Unacceptable Use of the Services; or (d) required for Voip Unlimited’s operational reasons or in the case of emergency. 13.8 On termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of Service the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning Customer may export their numbers to another serviceCommunication Provider, system or software unless for a fee as defined in the parties agree otherwise in writingrelevant Price List. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party 5.1 The Customer may immediately terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) if SUEZ becomes insolvent or unable to pay its debts or becomes involved in any action or process (including a voluntary process) associated with insolvency such as external administration, or if it ceases or threatens to cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise;carrying on all or part of its business or paying its debts;‌ (b) at Marketplacer’s election, forward or destroy (if SUEZ is in material breach of this Agreement and where applicable erase) all materials containing fails to remedy the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing material breach within 30 14 days of the date of termination, Marketplacer will also provide receiving written notice from the Customer identifying and requiring remedy of that breach; (c) on written notice to SUEZ within 7 days from the date of receiving written notice from SUEZ of a copy variation to these Terms and Conditions of Supply if Customer can reasonably demonstrate that the variation would have a material adverse impact on the Customer and the Customer does not agree with the variation. 5.2 SUEZ may immediately suspend provision of the Operator Data in Marketplacer’s possession to the Operator following termination of Services or terminate this Agreement. Marketplacer will use reasonable efforts : (a) if the Customer dies, becomes bankrupt, insolvent or unable to provide pay its debts or becomes involved in any action or process (including a voluntary process) associated with insolvency such as external administration (b) If the Operator Data within a reasonable timeframe following receipt Customer ceases or threatens to cease carrying on all or part of its business or paying its debts:‌ (c) if the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have Customer breaches any further obligations to the Operator under Essential Term of this Agreement and that breach is not otherwise required remedied within 14 days of the date of the Customer receiving written notice from SUEZ identifying and requiring remedy of that breach; or (d) the Customer indicates to provide SUEZ by words or action that it no longer intends to be bound by and perform its obligations under the Agreement.‌ 5.3 On termination under clause 5.2, SUEZ may, in addition and without prejudice to any assistance other rights or remedies available to it: (a) recover from the Customer as a debt due and payable: (i) all amounts owing to SUEZ and not paid by the Customer up to the Operator for date of termination; (ii) the purposes Early Break Fee;‌ (iii) in respect of migrating leased Equipment, if SUEZ cannot redeploy it within 14 days, rental fees due (capped at 3 months), or transitioning the lease break fee incurred by SUEZ due to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.termination; and

Termination and Suspension. 16.1 Where an Event Termination by Interphone 14.1 Interphone may, without liability, terminate the Contract or provi- sioning of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing Service at any time prior to the party in respect of whom an Event of Default has occurredCommencement Date, and such termination becomes effective on the date if Interphone reasonably determines that it is served on not technically or operatively feasible or commercially viable to supply the relevant partyService to the Customer. 16.2 In addition to 14.2 Interphone may, without liability, at its rights of termination, Marketplacer may option either terminate or suspend all or part of the provision of the Services Contract by giving notice to the Operator if an Event of Default occurs Customer if: a) the Customer breaches its obligations under the Contract and the Event of Default such breach is either incapable not capable of remedy or the Operator Customer does not remedy that breach within 30days after Interphone gives it notice requiring it to do so; b) if the Customer does not obtain the consent of the owner of the Premises to the supply of the Service. c) the Customer fails to remedy it (make payment for the Services by the Due Date and provide satisfactory evidence such amounts remain unpaid for 30 Business Days after receiving notice from Interphone of such remedy non-pay- ment; d) Interphone reasonably suspects fraud or other misuse by the Information is current as of 03/03/2022 & is subject to Marketplacerchange without notice. Page 4 Customer or any person in connection with the Customer with the Service and the Customer has not responded to Inter- phone’s notice to the Customer of any such event; e) within 7 days The Customer suffers an Insolvency Event; f) Interphone or an Interphone group company is entitled to termi- nate or cancel any other service supplied to the Customer, or is entitled to (or does) terminate any other agreement with the Customer; g) Interphone is required to do so under any law or to comply with an order, instruction or request of receiving a notice in writing from Marketplacer party specifying Government Agency, an emergency services organisation or any other competent authority; or h) a supplier terminates its agreement with Interphone, or ceases to supply services to Interphone, and Interphone is not able to provide the action required Service using an alternate supplier on terms rea- sonably acceptable to Interphone 14.3 If the Service is terminated before the end of the Operator Term pursuant to remedy clause 14.2 (other than clause 14.2(h)) the Event Customer must pay to Inter- phone an amount calculated by multiplying the Monthly Service Fee by the remaining months (or part thereof) of Defaultthe Term and any outstanding charges including Establishment Fee or part thereof. Termination by Customer 14.4 The Customer may after the Commencement Date, terminate the Contract, without liability if: a) it does so pursuant to clause 10.2; b) if the Service has been suspended for more than 14 consec- utive days through no fault of the Customer other than in the case of a force majeure event. 16.3 On termination or expiration c) Interphone commits a serious breach of this Agreement, the Operator must: (a) cease usingContract, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality has not remedied that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing breach within 30 days of the becoming aware of the breach. 14.5 Except as provided in clause 14.4 the Customer may terminate the Contract: 14.5.1 Before the Commencement Date and the Customer must pay to Interphone all infrastructure and installation costs incurred by Interphone in connection with preparation for the provision of the Service; or 14.5.2 after the Commencement Date but before the end of the Term by giving 30 days written notice to Interphone and must pay Interphone an amount calculated by multiplying the Monthly Service Fee by the remaining months (or part thereof) of the Term and any outstanding charges including Establishment Fee or part thereof. Such right of ter- mination is without prejudice to any other rights which the party not in breach may have. Termination by Either Party 14.6 Either party (“Affected Party”) may, without liability, terminate the Contract with immediate effect from the date of termination, Marketplacer will also provide service of a copy notice (or with effect from a later date as the Affected Party may nominate in a notice) if any Force Majeure Event prevents the supply of the Operator Data in MarketplacerService for more than 30 consecutive days. Suspension by Interphone 14.7 In addition to Interphone’s possession rights under clause 14.2, Interphone may, upon reasonable notice, without liability and with immediate effect sus- pend the Service for as long as Interphone, acting reasonably, consid- ers necessary: a) if doing so is necessary to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts allow Interphone or a third party supplier to provide the Operator Data within a reasonable timeframe following receipt repair, maintain or service any part of the request.In- terphone Network or Supplier Network used to supply the Service; 16.5 Upon b) problems are experienced interconnecting the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have Interphone Net- work with any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.Supplier Network;

Termination and Suspension. 16.1 Where an Event 1. A party (“Terminating Party”) may immediately terminate the supply of Default occurs in relation equipment or services under this Agreement on written notice to a party, the other party (“Terminated Party”) if the Terminated Party breaches any non-monetary term of this Agreement, and fails to remedy that breach within 14 days after receiving notice requiring it to do so. 2. Customer will be liable for costs the termination of some services which may be subject to a minimum term in accordance with the order form. 3. Synergy is entitled, without prejudice to its other termination rights, to terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may or suspend all or part of the provision Services immediately where: a. Customer fails to pay any amount due under this Agreement by 14 days after the date it is due; b. it is necessary due to a Force Majeure Event; c. Synergy has a right under the Agreement to terminate the Service; d. Synergy, acting reasonably, suspects that there has been fraudulent or illegal use of the Services Services; e. Customer has breached its credit terms with Synergy or in Synergy’s reasonable opinion Customer poses an Unacceptably High Credit Risk; f. Customer attempts to assign, or assigns, any right under this Agreement otherwise than in accordance with clause 21; g. Customer is subject to any event referred to in clause 18.4 (whether or not notified); h. The Customer undergoes a change in control, and Synergy considers on reasonable grounds that such a change in control will be detrimental to Synergy’s interests; or Synergy, in its absolute discretion, determines that the Operator if an Event of Default occurs and the Event of Default Service is either incapable of remedy or the Operator fails no longer economically viable for Synergy to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Defaultprovide. 16.3 On 4. The Customer is entitled, without prejudice to its other termination or expiration of rights, to terminate this Agreement, the Operator mustAgreement with 48 hours notice where: (a) cease using, and Marketplacer may cease making available, a. the Services, and Customer has a right under the Powered by Marketplacer logo under clause 23, unless Agreement to terminate the parties mutually agree otherwiseService; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing b. During the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within first 30 days of this Agreement only, the date of terminationCustomer, Marketplacer will also provide a copy in its absolute discretion, determines that the Service is no longer required or does not meet the requirements of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestCustomer. 16.5 Upon 5. Synergy and the Operator’s written request, Marketplacer Customer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any express rights of termination not expressly stated set out in this Agreementthe Order Form.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 11.1 Subject to a partyClause 11.2, this Agreement and the Distributor’s receipt and/or Licence to use the Data may be terminated: 11.1.1 at will, by either Party giving the other party may Party at least ninety (90) days’ written notice that it wishes to terminate this Agreement at any time; 11.1.2 immediately by either Party on written notice if the other Party is in writing material breach of this Agreement and, where the matter is capable of remedy, has failed to the party in respect of whom an Event of Default has occurred, and remedy such termination becomes effective on default or breach within thirty (30) days after the date that it on which written notice requiring such remedy is served on the relevant party.defaulting Party; 16.2 In addition 11.1.3 immediately by either Party on written notice if the other Party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization, arrangement or equivalent under any laws relating to its rights insolvency or if an involuntary petition in bankruptcy or insolvency or a receiver, manager, administrator or like person is appointed and such petition or appointment is not discharged within thirty days of terminationbeing made, Marketplacer may suspend all or part upon any assignment for the benefit of a Party’s creditors; 11.1.4 immediately by Aquis on written notice to the provision of Distributor at any time where required to do so by a regulatory authority or when discontinuing to provide the Services and/or Data to all Customers and/or distributors; 11.1.5 by the Operator Distributor, if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustat any time: (a) cease using, and Marketplacer may cease making available, Aquis’ authorisation to operate the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwiseAquis MTF or any other market for which it uses and/or distributes Data is terminated; (b) Aquis makes a change to the Services and/or Data and/or Technical Specifications and/or the Fee Schedule in accordance with Clause 13.1 by the provision of at Marketplacer’s electionleast thirty (30) days’ written notice (unless such notice is not possible in which case as much notice as is reasonably possible) to Aquis, forward such termination to take effect on the date on which such change would have become effective. 11.2 The expiry or destroy (and where applicable erase) all materials containing termination of this Agreement for any reason shall not give either Party the Intellectual Property Rights right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of Marketplacer such termination, but termination shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either Party at the effective date of termination.‌ 11.3 Aquis may exercise its termination rights under this Agreement in the possession whole or control in part in respect of any particular part of the OperatorData from time to time. 11.4 The Distributor must inform Aquis as soon as reasonably practicable of any Change of Control of the Distributor. 11.5 Aquis may from time to time either temporarily or permanently restrict, suspend, prevent access to or cease to provide the Data and/or Services, if: (a) the Distributor is in breach of the Agreement and has failed to remedy such breach within thirty (30) days after the date on which written notice requiring such remedy is served on Distributor; and (b) regulatory implications require such an action; and (c) pay Aquis may from time to Marketplacer all amounts due at the date time temporarily restrict, suspend or prevent access if system maintenance, stability or development work is required. With respect to (b) and/or (c) above, Aquis will provide reasonable prior notice of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and such an action unless it is not otherwise required commercially practicable or permissible to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writingdo so. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, Platform and the Powered by Marketplacer logo under clause 2324, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation Without affecting any other right or remedy available to a partyit, the other party USC may terminate this Agreement with immediate effect by giving written notice to the Customer if: 16.1.1 the Customer fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment; 16.1.2 the party in respect Customer commits a material breach of whom an Event any other term of Default has occurred, this Agreement and such termination becomes effective on the date that it breach is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all irremediable or part of the provision of the Services to the Operator (if an Event of Default occurs and the Event of Default that breach is either incapable of remedy or the Operator remediable) fails to remedy it (and provide satisfactory evidence that breach within a period of such remedy to Marketplacer) within 7 days of receiving a notice 5 Business Days after being notified in writing from Marketplacer party specifying to do so; 16.1.3 the action required Customer repeatedly breaches any of the Operator terms of this Agreement in such a manner to remedy reasonably justify the Event of Default. 16.3 On termination opinion that its conduct is inconsistent with it having the intention or expiration ability to give effect to the terms of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; 16.1.4 the Customer goes into compulsory liquidation, ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, administrator or administrative receiver appointed over all or any part of its assets or undertaking, or enters into any composition or arrangement, with its creditors or makes any application for a moratorium under the terms of section 1A and Schedule A1 to the Insolvency Act 1986 as amended by the Insolvency Act 2000 or takes any similar action or suffers any other similar event or undergoes any process analogous to the foregoing in any jurisdiction throughout the world; 16.1.5 the Customer (bbeing an individual) at Marketplacer’s election, forward is declared bankrupt or destroy a petition is presented for his bankruptcy or (and where applicable erasethe Customer is a partnership) all materials containing the Intellectual Property Rights of Marketplacer in the possession any partner is declared bankrupt or control a petition is presented for his bankruptcy; 16.1.6 any distress is levied or threatened against any of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days assets of the date of terminationCustomer; 16.1.7 the Customer being a natural person dies or becomes mentally incapable; 16.1.8 any event occurs, Marketplacer will also provide a copy or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Operator Data events mentioned in Marketplacer’s possession clause 16.1.4 to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.clause 16.1.6

Termination and Suspension. 16.1 Where an Event of Default occurs in relation 1. A party (“Terminating Party”) may immediately terminate this Agreement on written notice to a party, the other party (“Terminated Party”) if: a. Terminated Party materially breaches this Agreement, and fails to remedy that breach within 14 days after receiving notice requiring it to do so; b. Terminated Party commits any act of bankruptcy or insolvency or an order is made for the bankruptcy or winding up of Terminated Party or a resolution is passed for the winding up of Terminated Party otherwise than for the purposes of amalgamation or reconstruction; c. Terminated Party enters into a compromise arrangement with creditors; d. a receiver or official manager of Terminated Party or of any material part of its assets, is appointed; e. a Force Majeure event causes a suspension of a party’s material obligations for a period of more than thirty (30) days. 2. Customer will be liable for costs the termination of some services which may be subject to a minimum term in accordance with the order form. 3. Synergy is entitled, without prejudice to its other termination rights, to terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may or suspend all or part of the provision Services immediately where: a. Customer fails to pay any amount due under this Agreement by 14 days after the date it is due; b. it is necessary due to a Force Majeure Event; c. Synergy has a right under the Agreement to terminate the Service; d. Synergy, acting reasonably, suspects that there has been fraudulent or illegal use of the Services Services; e. Customer has breached its credit terms with Synergy or in Synergy’s reasonable opinion Customer poses an unacceptably high credit risk; f. Customer attempts to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy assign, or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice assigns, any right under this Agreement otherwise than in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Defaultaccordance with clause 18. 16.3 On g. Customer is subject to any event referred to in clause 17.5 (whether or not notified). h. The Customer undergoes a change in control, and Synergy considers on reasonable grounds that such a change in control will be detrimental to Synergy’s interests; or Synergy, in its absolute discretion, determines that the Service is no longer economically viable for Synergy to provide. 4. The Customer is entitled, without prejudice to its other termination or expiration of rights, to terminate this Agreement, the Operator mustAgreement with 48 hours notice where: (a) cease using, and Marketplacer may cease making available, a. the Services, and Customer has a right under the Powered by Marketplacer logo under clause 23, unless Agreement to terminate the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of terminationService. 16.4 The Services include functionality that enables b. During the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within first 30 days of this Agreement only, the date of terminationCustomer, Marketplacer will also provide a copy in its absolute discretion, determines that the Service is no longer required or does not meet the requirements of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestCustomer. 16.5 Upon 5. Synergy and the Operator’s written request, Marketplacer Customer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any express rights of termination not expressly stated set out in this Agreementthe Order Form.

Termination and Suspension. 16.1 Where 6.1. You may terminate an Event Order Confirmation (and, if applicable, this Agreement) at the end of Default occurs the Initial Term or Further Term (as applicable) by giving Us 30 days’ Notice in relation to advance of the commencement of a party, Further Term in accordance with clause 10.10. 6.2. If a party is in material breach of its obligations (which is capable of remedy) (the “Defaulting Party”) under this Agreement the other party (the “Non-Defaulting Party”) must provide Notice to the Defaulting Party providing the Defaulting Party 30 days to remedy the material breach. If the material breach is not remedied the Non-Defaulting Party may, without prejudice to its other rights and remedies and at its option, terminate the Agreement or any affected element of the Dext Product (provided such Dext Product can be effectively severed from the other Dext Products) by a further Notice to the Defaulting Party, such termination to be effective immediately on receipt of the further Notice (unless expressly agreed otherwise (in writing) between the parties). 6.3. Either party may terminate this Agreement with immediate effect on Notice if the other party is subject to an Event of Insolvency or in the event of a material breach incapable of remedy. 6.4. Without affecting any other right or remedy We may have under this Agreement We reserve the right to: 6.4.1. cancel Your subscription and delete Your account without notice if neither You nor any of Your Authorised Users have accessed Your account or used any of the Dext Products for at least 3 consecutive months. Each of Your Permitted Users will be considered as an independent and separate account for the purpose of calculating the inactive period; 6.4.2. suspend or cancel the provision of Dext Products and/or Documentation to You and/or Permitted Users from time to time at Our sole discretion; and 6.4.3. terminate this Agreement immediately if You undergo a change of Control, or otherwise at any time by notice giving 30 days’ Notice. 6.5. The termination of this Agreement or any Order Confirmation in writing whole or in part for whatever reason shall not affect any provision of this Agreement which is expressed, or by its nature, implied to continue, survive or come into force in the party event of such termination. Upon termination of this Agreement in whole or in part for any reason: 6.5.1. You shall (without prejudice to any other rights and remedies) promptly pay to Us all Fees which are due or outstanding in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision Agreement or Order Confirmation that has been terminated; 6.5.2. the parties shall, upon the request of the Services other, either delete or return any Confidential Information, save for nothing will prevent either party from retaining any Confidential Information as may be required by applicable law or internal retention policies; 6.5.3. You and Your Permitted Users shall cease using the Dext Products and shall, at Our request, return or destroy as soon as reasonably practicable any copies of the Dext Product(s) or Documentation subject to such termination; 6.5.4. Subject to clause 2.15 of the Data Processor Agreement, We will action Your instruction pertaining to the Operator if an Event return or deletion of Default occurs Your personal data. 6.5.5. We may at Our discretion still provide You with access to the Dext Products and/or Documentation provided that: • You only use the Dext Products to retrieve any of Your Customer Data in accordance with the terms of this Agreement; • You access and use the Event of Default is either incapable of remedy Dext Products entirely at Your own risk and therefore We shall not be liable for any claim, damages or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice other liability arising from or in writing from Marketplacer party specifying the action required connection with Your use of the Operator Dext Products post termination; and • We reserve the right to remedy revoke all access to Your account, thus preventing You from accessing the Event of DefaultDext Products without Notice. 16.3 On 6.5.6. We may destroy or otherwise dispose of any of the Customer Data in Our possession, unless We receive, no later than ten days after the date of the termination or expiration of this Agreement, a written request for the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control delivery to You of the Operator; and then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of receipt of such a written request, provided that You have, at that time, paid all Fees and charges outstanding at and resulting from termination (c) pay to Marketplacer all amounts whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of Customer Data. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation CLIENT may terminate this Agreement for CLIENT’s convenience and without cause upon giving A/E not less than seven calendar days’ written notice. A/E may terminate this Agreement, or may suspend Services, upon giving CLIENT not less than seven calendar days’ written notice following CLIENT’s failure to a partymake timely payment owed to A/E as provided by this Agreement. In addition, the other either party may terminate this Agreement by for cause upon giving the other party not less than seven calendar days’ written notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part for any of the provision following “for cause” reasons:  Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the Services terminating party, provided that, except where the failure to perform regards CLIENT’s payment obligations, the Operator if an Event of Default occurs non-performing party is given written notice and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required description of the Operator failure in question and a reasonable opportunity to remedy the Event cure of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Servicesat least 10 but no more than 30 days, and the Powered non-performing party cures the matter within the reasonable cure period;  Unauthorized assignment of this Agreement or transfer of the Project by Marketplacer logo either party to any other entity without the prior written consent of the other party;  Suspension of A/E’s services by CLIENT for more than 90 calendar days, consecutive or in aggregate;  Material changes in the conditions under clause 23which this Agreement was entered into, unless the Scope of Services or the nature of the Project, and the failure of the parties mutually agree otherwise; (b) at Marketplacerto reach agreement on the compensation and schedule adjustments necessitated by such changes. A/E shall have no liability to CLIENT on account of A/E’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights termination of Marketplacer in the possession or control this Agreement for any of the Operator; and (c) pay to Marketplacer all amounts due at reasons listed in subsections 2.8.1., 2., 3. or 4. above. In the date event of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing termination of this Agreement by either party, CLIENT shall, within 30 15 calendar days of the termination date, pay A/E for all services rendered and all reimbursable costs incurred by A/E up to the date of termination, Marketplacer will also provide a copy of in accordance with the Operator Data in Marketplacer’s possession to the Operator following termination payment provisions of this Agreement. Marketplacer will use reasonable efforts The terminating party shall set the effective date of termination at a time sufficient (up to provide 30 days later than otherwise provided) to allow A/E to demobilize personnel and equipment from the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written requestProject, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to complete tasks whose value would otherwise be lost, to prepare notes as to the Operator under this Agreement status of completed and is not otherwise required uncompleted tasks, and to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise assemble Project materials in writingorderly files. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 17.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 17.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 17.3 On termination or expiration of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 2324, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 17.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 17.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 17.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 17.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event 21.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement on giving not less than twelve months’ written notice to the other Party, provided that any notice to terminate served under this clause 21.1 shall not expire before the second anniversary of Default occurs the Effective Date. 21.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: 21.2.1 the other Party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being provided notice of breach in writing in connection with such payment; 21.2.2 the other Party commits a material breach of any other term of this Agreement and fails to remedy that breach within a period of 60 days after being notified in writing to do so; or 21.2.3 the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a partysolvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. 21.3 Without limiting its other party rights or remedies, Supplier may suspend provision of the Products under the Agreement or any other contract between the Purchaser and Supplier if the Purchaser becomes subject to any of the events listed in clause 21.2.3, or Supplier reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any undisputed amount due under this Agreement not less than seven (7) days after being provided notice of suspension in writing in connection with such payment. 21.4 The Supplier may terminate this Agreement: 21.4.1 immediately on written notice to the Purchaser if a Regulatory Authority revokes or withdraws a Regulatory Approval relating to the Products and such revocation or withdrawal is not subject to any pending appeal or reversal; or 21.4.2 if, with respect to any of the Supplier’s contracts with its subcontractors and/or sub-suppliers that are material to the Product’s supply chain (“Material Sub-Suppliers”), any notice of termination is received by Supplier, then Supplier shall as soon as practical, but in any event within five (5) Business Days, provide notice of such event to Purchaser, and this Agreement shall terminate upon date Supplier’s contract with the Material Sub-Supplier so terminates, unless Supplier has at that time in place another subcontractor and/or sub-supplier to provide the services that the terminated or expired Material Sub-Supplier has provided, which in each case has the effect of preventing the Manufacture and/or supply of the Products to the Purchaser in accordance with this Agreement. ​ ​ 21.5 Without affecting any other right or remedy available to it, Purchaser may terminate this Agreement with immediate effect by giving written notice in writing to the party Supplier if: 21.5.1 a Continuing Inability to Supply has occurred; or 21.5.2 the Supplier’s Liquidity falls below the Supplier’s Minimum Liquidity Covenant. 21.6 If the Sub-License Agreement is terminated in respect of whom an Event of Default has occurredthe ▇▇▇▇ Product only, and such termination becomes effective the Supplier’s obligation (if any) to supply the ▇▇▇▇ Product in accordance with this Agreement shall immediately cease on the effective date that it is served on of such partial termination (“▇▇▇▇ Termination”) and, for the relevant party. 16.2 In addition avoidance of doubt, the Supplier shall not be obliged to its rights of terminationfulfil any accepted Purchase Orders, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails extent they relate to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement▇▇▇▇ Products, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due that remain unfulfilled as at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where 16.1. Without prejudice to the Customer’s right to terminate under paragraph 8.4, either Party may by written notice terminate a Services Contract with immediate effect if: (a) the other Party commits any persistent or material breach of such Services Contract (which shall include any failure to pay an Event amount of Default occurs at least £10,000 which is due to the other Party) and, in relation the case of a breach which is capable of remedy, fails to remedy that breach within 10 Working Days (or such longer period as the terminating Party may specify) after receipt of a partywritten notice giving full particulars of the breach and requiring it to be remedied; or (b) the other Party becomes Insolvent. In any event, the other party Customer may terminate this Agreement any Services Contract by written notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant partynot less than two calendar months. 16.2 In addition 16.2. Without prejudice to its rights of terminationparagraph 16.1, Marketplacer Network Rail may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator mustunder any Services Contract: (a) by serving not less than five Working Days’ notice in writing on the Customer if it is not reasonably practicable for Network Rail to provide such Services due to any relevant Consultancy Contract having been suspended or terminated or ceasing to be in full force and effect, save where such suspension, termination or cessation arises due to Network Rail being in breach of such Consultancy Contract; or (b) with immediate effect to the extent necessary to prevent, address, alleviate or comply with (as applicable) an Operational Emergency or Safety Critical Event. In the event of any such suspension Network Rail shall forthwith notify the Customer and shall take all reasonable steps to mitigate the effect of such suspension (including seeking to procure an alternative Consultant if appropriate). The Parties shall meet within 10 Working Days to discuss how to address the circumstances which have given rise to such suspension. If there is no agreement this shall be dealt with in accordance with the Escalation Procedure. Once such circumstances cease usingto apply (wholly or partly), Network Rail shall resume the Services as soon as reasonably practicable to the extent that it can do so. 16.3. If the Customer is in default over payments of amounts properly due in respect of Network Rail Costs, and Marketplacer no notice of intention to withhold such amounts has been given pursuant to paragraph 11.4, Network Rail may suspend performance of any or all of the affected Services Contracts subject to Network Rail first giving the Customer not less than five Working Days’ notice of such intention and stating the grounds for suspension. Such right to suspend performance shall cease making availableonce the Customer makes payment of the amount due. 16.4. Upon issue or receipt of any notice of termination, Network Rail shall: (a) ensure that expenditure under the Consultancy Contracts is reduced as rapidly as possible; and (b) take immediate steps to bring an end to the performance of the Services in an orderly manner. 16.5. Upon termination or completion of a Services Contract , as applicable, the Services, and obligations of the Powered by Marketplacer logo Parties under clause 23, unless the parties mutually agree otherwisesuch Services Contract shall cease except for: (a) any obligations arising as a result of any antecedent breach of such Services Contract or any accrued rights; (b) at Marketplacer’s electionthe provisions of (i) paragraphs 10.5, forward or destroy 11 to 14 (inclusive), 17 and where applicable erase) all materials containing the Intellectual Property Rights 18 of Marketplacer in the possession or control of the OperatorSchedule 1; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event Termination by Interphone 14.1 Interphone may, without liability, terminate the Contract or provi- sioning of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing Service at any time prior to the party in respect of whom an Event of Default has occurredCommencement Date, and such termination becomes effective on the date if Interphone reasonably determines that it is served on not technically or operatively feasible or commercially viable to supply the relevant partyService to the Customer. 16.2 In addition to 14.2 Interphone may, without liability, at its rights of termination, Marketplacer may option either terminate or suspend all or part of the provision of the Services Contract by giving notice to the Operator if an Event of Default occurs Customer if: a) the Customer breaches its obligations under the Contract and the Event of Default such breach is either incapable not capable of remedy or the Operator Customer does not remedy that breach within 30days after Interphone gives it notice requiring it to do so; b) if the Customer does not obtain the consent of the owner of the Premises to the supply of the Service. c) the Customer fails to remedy it (make payment for the Services by the Due Date and provide satisfactory evidence such amounts remain unpaid for 30 Business Days after receiving notice from Interphone of such remedy non-pay- ment; d) Interphone reasonably suspects fraud or other misuse by the Information is current as of 22/09/2023 & is subject to Marketplacerchange without notice. Page 4 Customer or any person in connection with the Customer with the Service and the Customer has not responded to Inter- phone’s notice to the Customer of any such event; e) within 7 days The Customer suffers an Insolvency Event; f) Interphone or an Interphone group company is entitled to termi- nate or cancel any other service supplied to the Customer, or is entitled to (or does) terminate any other agreement with the Customer; g) Interphone is required to do so under any law or to comply with an order, instruction or request of receiving a notice in writing from Marketplacer party specifying Government Agency, an emergency services organisation or any other competent authority; or h) a supplier terminates its agreement with Interphone, or ceases to supply services to Interphone, and Interphone is not able to provide the action required Service using an alternate supplier on terms rea- sonably acceptable to Interphone 14.3 If the Service is terminated before the end of the Operator Term pursuant to remedy clause 14.2 (other than clause 14.2(h)) the Event Customer must pay to Inter- phone an amount calculated by multiplying the Monthly Service Fee by the remaining months (or part thereof) of Defaultthe Term and any outstanding charges including Establishment Fee or part thereof. Termination by Customer 14.4 The Customer may after the Commencement Date, terminate the Contract, without liability if: a) it does so pursuant to clause 10.2; b) if the Service has been suspended for more than 14 consec- utive days through no fault of the Customer other than in the case of a force majeure event. 16.3 On termination or expiration c) Interphone commits a serious breach of this Agreement, the Operator must: (a) cease usingContract, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality has not remedied that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing breach within 30 days of the becoming aware of the breach. 14.5 Except as provided in clause 14.4 the Customer may terminate the Contract: 14.5.1 Before the Commencement Date and the Customer must pay to Interphone all infrastructure and installation costs incurred by Interphone in connection with preparation for the provision of the Service; or 14.5.2 after the Commencement Date but before the end of the Term by giving 30 days written notice to Interphone and must pay Interphone an amount calculated by multiplying the Monthly Service Fee by the remaining months (or part thereof) of the Term and any outstanding charges including Establishment Fee or part thereof. Such right of ter- mination is without prejudice to any other rights which the party not in breach may have. Termination by Either Party 14.6 Either party (“Affected Party”) may, without liability, terminate the Contract with immediate effect from the date of termination, Marketplacer will also provide service of a copy notice (or with effect from a later date as the Affected Party may nominate in a notice) if any Force Majeure Event prevents the supply of the Operator Data in MarketplacerService for more than 30 consecutive days. Suspension by Interphone 14.7 In addition to Interphone’s possession rights under clause 14.2, Interphone may, upon reasonable notice, without liability and with immediate effect sus- pend the Service for as long as Interphone, acting reasonably, consid- ers necessary: a) if doing so is necessary to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts allow Interphone or a third party supplier to provide the Operator Data within a reasonable timeframe following receipt repair, maintain or service any part of the request.In- terphone Network or Supplier Network used to supply the Service; 16.5 Upon b) problems are experienced interconnecting the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have Interphone Net- work with any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.Supplier Network;

Termination and Suspension. 16.1 Where an Event 17.1 This Agreement may be terminated by Datatank serving written notice on the Authority if the Authority fails to make any payment within 30 days of Default occurs in relation the due date for payment. 17.2 In addition to a party, the other party may terminate rights of termination set out here in this Agreement may be terminated: 17.2.1 by either Party immediately on giving written notice in writing if the other Party commits any material breach of any provision of this Agreement and fails to remedy the party breach (if capable of remedy) within thirty (30) Business Days of service upon the other Party of a notice specifying the breach and requiring it to be remedied; 17.2.2 by either Party immediately on giving written termination notice, if the other Party is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of whom an Event its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of Default has occurredthese things, and such takes or suffers any similar action in any jurisdiction or any step is taken by it or any other person in respect of those circumstances and/or it ceases to pay its debts, threatens to suspend payment of its debts or becomes unable or admits its inability to pay its debts as they fall due; 17.2.3 by Datatank with immediate effect on giving written notice to the Authority if there is a change of Control of the Authority to which Datatank reasonably objects. 17.2.4 by the Authority with immediate effect on giving written notice to Datatank if there is a change of control of Datatank to which the Authority reasonably objects. 17.3 Any termination becomes effective on of this Agreement shall not affect any: 17.3.1 other rights or remedies of either Party under this Agreement or at law; and 17.3.2 accrued rights or liabilities of either Party at the date that it is served on of termination; 17.3.3 rights or obligations of the relevant partyParties which are to be observed or performed after termination. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 17.4 On termination or expiration of this Agreement, the Operator must:Authority shall immediately cease using the Online Service Portal. (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights 17.5 The Authority is not required to return to Datatank any Output Data it has obtained as a result of Marketplacer in the possession or control use of the Operator; and (c) pay to Marketplacer all amounts due at the date of terminationOnline Service Portal. 16.4 The Services include functionality that enables 17.6 Datatank shall delete and permanently erase the Operator to export Operator Authority’s Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of unless otherwise requested by the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession Authority not to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the requestdo so. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation to a party, the other party may terminate this Agreement by notice in writing to the party in respect of whom an Event of Default has occurred, and such termination becomes effective on the date that it is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all or part of the provision of the Services to the Operator if an Event of Default occurs and the Event of Default is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default. 16.3 On termination or expiration of this Agreement, the Operator must: (a) the Operator must cease using, and Marketplacer may cease making available, the Services, Platform and the Powered by Marketplacer logo under clause 2324, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and; (c) pay in addition to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator its other rights to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days of the date of terminationretain data under this Agreement, Marketplacer will also provide a copy may retain copies of the Operator Data in Marketplacer’s possession to the Operator following termination extent required by any law, regulation or an industry code of practice or as otherwise permitted by this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request.; 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 (d) Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing; and (e) provided that the Operator makes the request in writing within 30 days of the date of termination and on the condition that Operator warrants that its access to and processing of such data is compliant with all applicable laws, Marketplacer will provide a copy of Operator Data in Marketplacer’s possession to the Operator. Marketplacer will act in good faith to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.7 16.4 On termination or expiry of this Agreement, the Operator will pay to Marketplacer all amounts due at the date of termination. 16.5 The parties waive any rights of termination not expressly stated in this Agreement.

Termination and Suspension. 16.1 Where an Event of Default occurs in relation Without affecting any other right or remedy available to a partyit, the other party IDCD may terminate this Agreement with immediate effect by giving written notice to the Customer if: 16.1.1 the Customer fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment; 16.1.2 the party in respect Customer commits a material breach of whom an Event any other term of Default has occurred, this Agreement and such termination becomes effective on the date that it breach is served on the relevant party. 16.2 In addition to its rights of termination, Marketplacer may suspend all irremediable or part of the provision of the Services to the Operator (if an Event of Default occurs and the Event of Default that breach is either incapable of remedy or the Operator remediable) fails to remedy it (and provide satisfactory evidence that breach within a period of such remedy to Marketplacer) within 7 days of receiving a notice 5 Business Days after being notified in writing from Marketplacer party specifying to do so; 16.1.3 the action required Customer repeatedly breaches any of the Operator terms of this Agreement in such a manner to remedy reasonably justify the Event of Default. 16.3 On termination opinion that its conduct is inconsistent with it having the intention or expiration ability to give effect to the terms of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; 16.1.4 the Customer goes into compulsory liquidation, ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, administrator or administrative receiver appointed over all or any part of its assets or undertaking, or enters into any composition or arrangement, with its creditors or makes any application for a moratorium under the terms of section 1A and Schedule A1 to the Insolvency Act 1986 as amended by the Insolvency Act 2000 or takes any similar action or suffers any other similar event or undergoes any process analogous to the foregoing in any jurisdiction throughout the world; 16.1.5 the Customer (bbeing an individual) at Marketplacer’s election, forward is declared bankrupt or destroy a petition is presented for his bankruptcy or (and where applicable erasethe Customer is a partnership) all materials containing the Intellectual Property Rights of Marketplacer in the possession any partner is declared bankrupt or control a petition is presented for his bankruptcy; 16.1.6 any distress is levied or threatened against any of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term. Provided that the Operator makes the request in writing within 30 days assets of the date of terminationCustomer; 16.1.7 the Customer being a natural person dies or becomes mentally incapable; 16.1.8 any event occurs, Marketplacer will also provide a copy or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Operator Data events mentioned in Marketplacer’s possession clause 16.1.4 to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will not have any further obligations to the Operator under this Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.clause 16.1.6

Termination and Suspension. 16.1 Where an Event 16.1. This Agreement will be effective (or is deemed to have been effective) as of Default occurs the effective date specified in relation schedule 2 (or, if no such date is specified, as of the date of this Agreement) and will continue in full force and effect indefinitely unless terminated under this clause 16. 16.2. Either BSF or the Participating User may terminate this Agreement, either as a whole or to the extent that it relates to the rights and obligations of a partyparticular Customer, at any time on 60 days’ (or such shorter period as BSF and the Participating User may agree in writing) notice to the other party such party. 16.3. Either BSF or the Participating User may terminate this Agreement by notice to the other such party with immediate effect in any of the following circumstances: 16.3.1. where either such party is not an Authorized SWIFT Participant; 16.3.2. where SWIFT has ceased to provide, and not resumed providing, the SWIFT Messaging Services or the Direct Corporate Access Service; 16.3.3. where SWIFT, in exercise of its rights under a SWIFT Agreement, has required either party to terminate this Agreement; 16.3.4. where the other such party has failed to make a payment required under this Agreement or a SWIFT Agreement when it is due, and has failed to remedy such non-payment within 14 days of being requested in writing to do so, or committed any material breach of this agreement or a SWIFT Agreement (including any breach of its security obligations); or 16.3.5. where the other such party has passed a resolution for its winding-up or a court of competent jurisdiction has made an order for the other such party’s winding-up or dissolution; an administration order has been made in relation to the other such party or a receiver has been appointed over, or an encumbrancer has taken possession of or sold, an asset of the other such party; the other such party has made an arrangement or composition with its creditors generally or made an application to a court of competent jurisdiction for protection from its creditors generally; or an event has occurred in relation to the other such party in respect any jurisdiction which is equivalent to one of whom an Event the events specified in this clause 16.3.5. 16.4. The Participating User may terminate this Agreement with immediate effect and without penalty by notice to BSF at any time within 60 days of Default has occurredreceipt of a notice of amendments to the fees or this Agreement under clause 8.6 or 15.2. 16.5. If at any time the Participating User is entitled to terminate this Agreement under clause 16.2, and such termination becomes effective on 16.3 or 16.4, any Customer may terminate this Agreement to the date extent that it is served on the relevant partyrelates to its own rights and obligations by notice to BSF. 16.2 In addition to its rights of termination, Marketplacer 16.6. BSF may suspend all or part of the provision of the Services terminate this Agreement to the Operator extent that it relates to the rights and obligations of a particular Customer (including, except in relation to clause the Participating User, in which case this Agreement will terminate as a whole) by notice to the Participating User with immediate effect if an Event of Default occurs and the Event of Default that Customer: 16.6.1. is either incapable of remedy or the Operator fails to remedy it (and provide satisfactory evidence of such remedy to Marketplacer) within 7 days of receiving not a notice in writing from Marketplacer party specifying the action required of the Operator to remedy the Event of Default.Customer Group Member; 16.3 On termination or expiration 16.6.2. commits any material breach of this Agreement, the Operator must: (a) cease using, and Marketplacer may cease making available, the Services, and the Powered by Marketplacer logo under clause 23, unless the parties mutually agree otherwise; (b) at Marketplacer’s election, forward or destroy (and where applicable erase) all materials containing the Intellectual Property Rights of Marketplacer in the possession or control of the Operator; and (c) pay to Marketplacer all amounts due at the date of termination. 16.4 The Services include functionality that enables the Operator to export Operator Data at any time during the Term16.6.3. Provided that the Operator makes the request in writing within 30 days of the date of termination, Marketplacer will also provide a copy of the Operator Data in Marketplacer’s possession to the Operator following termination of this Agreement. Marketplacer will use reasonable efforts to provide the Operator Data within a reasonable timeframe following receipt of the request. 16.5 Upon the Operator’s written request, Marketplacer will delete all Operator Data from its production environments. 16.6 Marketplacer will does not have any further obligations to the Operator under this an Operating Account Agreement and is not otherwise required to provide any assistance to the Operator for the purposes of migrating or transitioning to another service, system or software unless the parties agree otherwise in writing. 16.7 The parties waive any rights of termination not expressly stated in this Agreement.place with BSF;