Common use of Termination Procedure Clause in Contracts

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s).

Termination Procedure. This 16.5.1 To the fullest extent permitted by Law and/or the Agreement, the termination of all or part of this Agreement, for any reason whatsoever, pursuant to Clause 3 or 16, as applicable, shall become effective within five (5) calendar days from receipt of a notice of termination by the relevant Party from the other Party, without it being necessary to take any further action or to seek any consent from the relevant Party or any court having jurisdiction; 16.5.2 The rights of a Party to terminate all or part of this Agreement may pursuant to Clause 16 shall be terminated without prejudice to its other rights and remedies available to seek termination of all or part of this Agreement before any court having jurisdiction pursuant to any failure by Employer either: (A) if the relevant Party to perform its obligations under this Agreement; 16.5.3 If a Party decides to terminate part of this Agreement, the notice of termination shall specify the Services and/or items undelivered or unfurnished on the date of such termination for Causewhich such partial termination shall be effective; 16.5.4 Any Work Order placed prior to the termination of the Agreement shall remain valid, only after providing Employee with subject to (i) written notice reasonably detailing any sum due by the specific conduct alleged Company to constitute Causethe Provider under the Agreement and/or any other agreement between the Provider and the Company is paid and (ii), when applicable, the Company has paid in advance the relevant Work Order price; 16.5.5 Notwithstanding the provisions hereabove, and to the extent permitted by Law and/or the Agreement, if the Agreement is terminated following a Company Default, the Company will indemnify and pay to the Provider from time to time on demand against any Loss which the Provider may sustain or incur directly or indirectly as a result of such Company Default, including without limitation: (i) all costs and expenses incurred by the Provider in recovering possession of the Stock, any Unserviceable LRU, any Core Item, any Spare Main Element, any leased Main Element (when applicable under this Agreement) and in carrying out any works, repair, re-certification, overhaul or replacement required to put the Stock, any Unserviceable LRU, any Core Item, any Spare Main Element and any leased Main Element (when applicable under this Agreement) on condition and in storing and insuring following such repossession; and/or, (ii) a all costs, expenses, loss of profit incurred and/or suffered by the Provider in remarketing the Stock. The Provider will use reasonable opportunity endeavours to cure mitigate such conductLoss (to the extent within its control to do so), but it shall not be obliged to consult with the Company concerning any proposed course of action or to notify the Company of the taking of any particular action. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. 16.5.6 Notwithstanding the provisions here above, and to the extent permitted by Law and/or the Agreement, if the Agreement is terminated following a Default, the Defaulting Party shall indemnify and pay to the Non-Defaulting Party from time to time on demand against any Loss which the Non-Defaulting Party may sustain or incur directly or indirectly as a result of such Default, including without limitation, all legal fees and out-of-pocket expenses, stamp, documentary, registration or other like duties, taxes or charges incurred by the Non-Defaulting Party and/or its professional advisers, in connection with enforcing, perfecting, protecting, or preserving (or attempting to enforce, perfect, protect or preserve) any of its rights, or in suing for or recovering any sum, under this Agreement. The Non-Defaulting Party will use reasonable endeavours to mitigate such Losses (to the extent within its control to do so), but it shall not be obliged to consult with the Defaulting Party concerning any proposed course of action or to notify the Defaulting Party of the taking of any particular action. 16.5.7 Since the Security Deposit and any interest accrued thereon, is the property of the Provider and is not non-refundable except as set out in this Agreement, the Provider may, pursuant to Clause 13 - Security Deposit and without prejudice to any other rights and remedies available to it under this Agreement or by Law, use, apply or retain all or any portion of the Security Deposit in or towards satisfaction of any sums due to it by the Company hereunder or under any other agreement entered into between it and Company or to compensate or otherwise reimburse the Provider for any sums which it may in its discretion advance or expend as a nature that result of any Company Default and/or Default by the Company. 16.5.8 If this Agreement is reasonably curableterminated upon the Expiry Date, the Company will indemnify the Provider and pay to the Provider from time to time on demand against any Loss which the Provider may sustain or incur directly or indirectly as a result of the Termination of this Agreement upon the Expiry Date, including without limitation: (i) any amounts the Company owes the Provider under this Agreement; (ii) all costs and expenses incurred by the Provider in recovering possession of the Stock, any Unserviceable LRU, any Core Item, any spare Main Element, any leased Main Element (when applicable under this Agreement) and in carrying out any works, repair, re-certification, overhaul or replacement required to put the Stock, any Unserviceable LRU, any Core Item and any spare Main Element on condition and in storing and insuring the Stock, any Unserviceable LRU, any Core Item, any spare Main Element and any leased Main Element (when applicable under this Agreement), following such repossession; (iii) an opportunity all legal fees and out-of-pocket expenses, stamp, documentary, registration or other like duties, taxes or charges incurred by the Provider and/or the Provider’s professional advisers, in connection with enforcing, perfecting, protecting, or preserving (or attempting to present an explanation enforce, perfect, protect or preserve) any of the Provider’s rights, or in suing for or recovering any sum, under this Agreement. The Provider will use reasonable endeavours to mitigate such Losses (to the Board prior extent within its control to do so), but the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same Provider shall not be exercisable by Employee at obliged to consult with the Company concerning any subsequent time. Any non-vested RSUs, PSUs proposed course of action or other stock grants or options to Employee under any stock incentive plan notify the Company of the Company and/or taking of any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s)particular action.

Termination Procedure. This Agreement (a) Upon the occurrence and continuation of any Event of Default, either of the Party so affected may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written serve a notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination other Party. In case, Shipper Event of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice periodDefault, the “Without Cause Termination Tail”). During Transporter shall have the Without Cause Termination Tail, Employee and Employer agree right to continue diligently fulfilling their respective duties and suspend the performance of its obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of GTA until such notice of termination of this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee default has been cured in accordance with the provisions of this clause. Any non-performance by the Transporter of its obligations under GTA, during such period of suspension shall not amount to a Transporter Event of Default. The Shipper shall be liable for payment of Transportation Tariff and Transporter shall not be liable for any Shortfall Quantity for such period of suspension. (b) Following the receipt of any Default Notice, the Party who received the Default Notice shall (i) promptly notify the other Party of the measures it has taken or intends to take to remedy Event of Default which is the subject of such notice, and (ii) within a period of seven (7) Days from the date of such receipt (or such longer period as the Transporter may specify in such notice) (the “ Cure Period”) to remedy such breach or default; and, shall act as a RPO in doing so. (c) During any Cure Period, both Parties shall, save as otherwise provided herein, continue to perform their respective Equity Grant(sobligations under GTA and shall not, whether by act or omission, impede or otherwise interfere with the endeavours of either Party to remedy the breach or default to which such Cure Period relates. Provided that the Transporter shall not be required to perform its obligations under this sub-clause(iii), if the Transporter has elected to suspend the performance of its obligations as specified in sub-clause 12.2.(a)(i) above. (d) Subject to clause 12.4, following the expiry of the Cure Period, if the Event of Default to which the Default Notice relates is continuing, the affected Party may terminate GTA by written notice (a “Transporter Termination Notice”) to the other Party and GTA shall terminate with immediate effect on the date of such Transporter Termination Notice

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written If the Event of Default is as described in Section 11.1(i) or Section 11.1(iii) or Section 11.2(i) or Section 11.2(iv), the aggrieved party has the right to terminate this Agreement by providing an unconditional notice reasonably detailing of termination to the specific conduct alleged defaulting party within thirty (30) days of becoming aware of the materially incorrect representation or warranty, failing which the Event of Default shall be deemed as having been waived by the aggrieved party. (ii) Upon the occurrence of any other Event of Default by the defaulting party, the aggrieved party shall have the right to constitute Causegive notice to the defaulting party, which notice shall (a) state that an Event of Default has occurred, (b) describe briefly the circumstances giving rise to the occurrence of the Event of Default and (c) state that, unless the Event of Default is cured within thirty (30) days, the aggrieved party may exercise its right to terminate this Agreement. If, at the end of the thirty (30) day period, the defaulting party has not cured the Event of Default, the aggrieved party shall have the right, but not the obligation, to terminate this Agreement by providing an unconditional notice of termination to the defaulting party within fifteen (15) days of the expiration of the thirty (30) day cure period. If the aggrieved party fails to give an unconditional notice of termination to the defaulting party within that fifteen (15) day period, and the Event of Default continues to be uncured, the aggrieved party must serve a new notice and provide a new thirty (30) day cure period in order to be able to exercise its right to terminate under this Agreement. (iii) In determining whether defaulting party has committed an Event of Default under Sections 11.1(iii) and 11.2(iv), Tampa Electric and United shall count (i) the number of Tons of Cargo for which barges are Constructively Placed at Applicable Waterways ports and places upon the lapse of the relevant three Month period, (ii) a reasonable opportunity to cure such conductthe number of Tons of Cargo that have been discharged either at the UBT Terminal or at Big Bend Terminal during the relevant three (3) Month period, if it is of a nature that is reasonably curable, and (iii) an opportunity the number of Tons of Cargo on board the river barges and the vessels upon the lapse of the relevant three (3) Month period and (iv) any number of Tons permitted to present an explanation to be counted as Completed Tons by the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation defaulting Party during the Without Cause Termination Tail, and relevant three (23) this Agreement may be immediately terminated at any point during month under the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination terms of this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan (with no Ton of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(sCargo counting more than once).

Termination Procedure. This Agreement may In each case, in determining Cause the alleged acts or omissions of the Executive shall be terminated measured against standards prevailing in the industry generally and the ultimate existence of Cause must be confirmed by Employer either: not less than two-thirds of the Board of Directors (Aexcluding the Executive) at a meeting prior to any termination therefor; PROVIDED, HOWEVER, that it shall be the Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Company shall have alleged are violated by such acts or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board of Directors, the Company shall notify the Executive that the Company intends to terminate the Executive's employment for Cause under this Section 4 (the "Confirmation Notice"). The Confirmation Notice shall specify the acts or omissions upon the basis of which the Board of Directors have confirmed the existence of Cause and must be delivered to the Executive within ninety (90) days after a majority of the Board of Directors (excluding, if for Causeapplicable, only the Executive) has actual knowledge of the events giving rise to such purported termination. The Confirmation Notice shall also specify the date (which shall not be earlier than the date of the Conformation Notice.) If the Executive notifies the Company in writing (the "Opportunity Notice") within thirty (30) days after providing Employee the Executive has received the Confirmation Notice, the Executive (together with (icounsel) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable shall be provided one opportunity to cure meet with the Board of Directors (or a sufficient quorum thereof) to discuss such conduct, if it is of a nature that is reasonably curable, and (iii) an acts or omissions. Such opportunity to present an explanation to meet with the Board prior to of Directors shall be fixed and shall occur on a date selected by the final determination Board of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee Directors (such notice period, date being not less than ten (10) nor more than forty-five (45) days after the “Without Cause Termination Tail”Company receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of the Company or such other location as agreed to by the Executive and the Company. During the Without Cause Termination Tailperiod commencing on the effective date of the termination and ending on the date next succeeding the date on which such meeting between the Board of Directors (or a sufficient quorum thereof) and the Executive is scheduled to occur and notwithstanding anything to the contrary in this Agreement, Employee the Executive shall be suspended from employment with the Company (with pay to the extent not prohibited by applicable law). If the Board of Directors properly set the date of such meeting and Employer agree to continue diligently fulfilling their respective duties if the Board of Directors (or a sufficient quorum thereof) attends such meeting and obligations hereunder in good faith does not rescind its confirmation of Cause at such meeting or if the Executive fails to attend such meeting for any reason, the Executive's employment by the Company shall, immediately upon the closing for such meeting and with best efforts; providedthe delivery to the Executive of the Notice of Termination, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated for Cause. If the Executive does not respond in accordance herewithwriting to the Confirmation Notice in the manner and within the time period specified in this Section 4.3, at Employee’s sole election. Any nonthe Executive's employment with the Company shall, on the thirty-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan first day after the receipt by the Executive of the Company and/or any subsidiary or affiliate thereofConfirmation Notice, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of be terminated for Cause under this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan Section 4 effective as of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and date specified in the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s)Confirmation Notice.

Termination Procedure. This Agreement may be terminated by Employer either: (Aa) if for Cause, only after providing Employee with (i) written notice reasonably detailing In the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan event of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement pursuant to Section 10.1, this Agreement shall terminate without further action by Employer any Party. If this Agreement is terminated pursuant to Section 10.1:‌ (i) all Information received by any Party shall be treated in accordance with Section 7.5(a); (ii) all filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the Governmental Entity or other Person to which made; and (iii) the obligations provided for Causein this Section 10.3(a) shall survive any such termination. (b) If this Agreement is terminated by the Buyer or a Seller, as applicable, pursuant to Section 10.1(b), Section 10.1(c) or Section 10.1(d) (the “Terminating Party”), and except for the same payment of a Termination Payment on the occurrence of a Termination Payment Event, if applicable, and except as otherwise provided in this Agreement:‌ (i) the Terminating Party (and, if the Terminating Party is a Seller, the other Seller) shall be released from all obligations hereunder if, and to the extent that, the condition or conditions which have not been satisfied were reasonably capable of being performed or caused to be exercisable performed by Employee at the Buyer (where the Terminating Party is a Seller) or the Sellers (where the Terminating Party is the Buyer) (the “Obligated Party”) and have not been satisfied by reason of a default by the Obligated Party; and (ii) the Obligated Party shall be released from the obligations hereunder if, and to the extent that, the condition or conditions which have not been satisfied and for which the Terminating Party has terminated this Agreement were reasonably capable of being performed or caused to be performed by the Terminating Party or have not been satisfied by reason of a default by the Terminating Party hereunder. (c) If this Agreement is terminated pursuant to Section 10.1(a), there shall be no liability or obligation hereunder on the part of any subsequent time. Any Party.‌ (d) Nothing in Sections 10.3(b), 10.3(c) or 10.3(d) shall relieve any Party from liability for any breach of or default under this Agreement, including where this Agreement is terminated due to a condition not being satisfied and such non-vested RSUssatisfaction is the result of a breach or default by a Seller or the Buyer, PSUs or as applicable, in which case the Sellers will retain all remedies against the Buyer, and vice versa, except as otherwise expressly provided in this Agreement to the contrary. If this Agreement is terminated, the provisions of Section 7.5(a) (Confidentiality) and this Article 10 shall survive such termination and remain in full force and effect, along with‌ any other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination provisions of this Agreement which expressly or by Employer without Cause, and their nature survive the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s)termination hereof.

Termination Procedure. This Upon the occurrence of a Company Event of Default or an Agency Event of Default, the following procedure shall apply: (a) The non-defaulting Party may give a notice (a “Termination Notice”) to the defaulting Party, specifying in reasonable detail the Event of Default and the date on which the non-defaulting Party proposes to terminate this Agreement. Except in the case of paragraphs (b) and (c) below, the Agreement may be terminated on any date specified by Employer either: the non-defaulting Party in the Termination Notice. (Ab) if for CauseIf a Company Event of Default occurs under Section 15.1 (c), only after providing Employee with (d), (j) or (m) (Company Events of Default), the Agency may provide written notice of default to the Company (a “Notice of Company Event of Default”) within five (5) Days of becoming aware of the Company Event of Default. The Company shall have thirty (30) Days from its receipt of the Notice of Company Event of Default in which to cure such Company Event of Default. If the Company needs more than that period to cure the default, the Company shall deliver to the Agency a plan (the “Company Rectification Plan”) within ten (10) Days from the receipt of the Notice of Company Event of Default (or within such longer time as the Agency may approve), specifying the remedial actions the Company plans to take and the number of Days necessary to correct such Company Event of Default. The Company Rectification Plan shall be subject to the Agency’s prior written approval, which should not be unreasonably withheld. If (i) written notice reasonably detailing such Company Event of Default is not cured within the specific conduct alleged to constitute Causethirty (30)-Day period (or such longer period as the Agency may have approved), (ii) a reasonable opportunity the Company is not consistently striving to cure such conductCompany Event of Default, if it is of a nature that is reasonably curable, and or (iii) an opportunity to present an explanation to the Board prior to Agency withholds its approval of the final determination of termination proposed Company Rectification Plan for Cause; or valid reasons after not less than ten (B10) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice periodDays following its submittal, the “Without Cause Termination Tail”). During Agency shall have the Without Cause Termination Tail, Employee and Employer agree immediate right to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of terminate this Agreement by Employer for Causedelivering a Termination Notice to the Company, and the same which termination shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan effective as of the date specified by the Agency in the Termination Notice, which shall be not less than thirty (30) Days from the date the Company and/or any subsidiary receives the Notice of Company Event of Default. (c) If an Agency Event of Default occurs under Section 15.2 (a), (c) or affiliate thereof(e) (Agency Events of Default) , shall immediately vest upon Employee’s receipt from Employer of such the Company may provide written notice of termination default to the Agency (a “Notice of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions Agency Event of Default”) within five (5) Days of becoming aware of the respective Equity Grant(s).Agency Event of Default. The Agency shall have thirty

Termination Procedure. This 16.1.1 The Party entitled to terminate this Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is either on account of a nature that is reasonably curable, and Force Majeure Event or on account of an Event of Default shall do so by issue of a notice in writing (iii“Termination Notice”) an opportunity to present an explanation to the Board prior other Party and simultaneously deliver a copy thereof to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Lenders. The Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same Notice Period shall not be exercisable by Employee more than 60 (sixty) days, (“Termination Period”) and at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan the expiry of the Company and/or any subsidiary or affiliate thereofTermination Period, this Agreement shall immediately vest upon Employee’s receipt from Employer stand terminated. 16.1.2 The Authority shall, if there are Senior Lenders, send a copy of such its notice of termination intention to issue a Termination Notice referred to in Clause 32.1.2 to inform the Lenders' Representative and grant [15 (fifteen)] days to the Lenders' Representative, for making a representation on behalf of this Agreement by Employer without Cause, and the same shall be exercisable by Employee Senior Lenders stating the intention to substitute the Licensee in accordance with the Substitution Agreement. In the event the Authority receives such representation on behalf of Senior Lenders, it shall, in its discretion, either withhold Termination for a period not exceeding [180 (one hundred and eighty)] days from the date of such representation or exercise its right of Suspension, as the case may be, for enabling the Lenders' Representative to exercise the Senior Lenders' right of substitution in accordance with the Substitution Agreement. Provided that the Lenders' Representative may, instead of exercising the Senior Lenders' right of substitution, procure that the default specified in the notice is cured within the aforesaid period of [180 (one hundred and eighty)] days, and upon such curing thereof, the Authority shall withdraw its notice referred to above and restore all the rights of the Licensee: Provided further that upon written request from the Lenders' Representative and the Licensee, the Authority shall extend the aforesaid period of [180 (one hundred and eighty)] days by such further period not exceeding [90 (ninety)] days, as the Authority may deem appropriate. 16.1.3 Without prejudice to any other right or remedy which the Licensee may have under this Agreement, upon occurrence of a Authority Default, the Licensee shall, subject to the provisions of the respective Equity Grant(s).Substitution Agreement, be entitled to terminate this Agreement by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Licensee shall by a notice inform the Authority of its intention to issue the Termination Notice and grant 45 (forty five) days to the Authority to make a representation, and may after the expiry of such 45 (forty five) days days, whether or not it is in receipt of such representation, issue the Termination Notice. Any such Notice shall, in addition to a hard copy to be submitted at the office indicated in Section 18.5, be also sent in digital format (signed and scanned copies) to the email id provided in Section 18.5

Termination Procedure. This Upon the occurrence of a Company Event of Default or an LGU Event of Default, the following procedure shall apply: (a) The non-defaulting Party may give a notice (a “Termination Notice”) to the defaulting Party, specifying in reasonable detail the Event of Default and the date on which the non-defaulting Party proposes to terminate this Agreement. Except in the case of paragraphs (b) and (c) below, the Agreement may be terminated on any date specified by Employer either: the non-defaulting Party in the Termination Notice. (Ab) if for CauseIf a Company Event of Default occurs under Section 15.1(c) or Section 15.1(d), only after providing Employee with the LGU may provide written notice of default to the Company (a “Notice of Company Event of Default”) within five (5) Days of becoming aware of the Company Event of Default. The Company shall have thirty (30) Days from its receipt of the Notice of Company Event of Default in which to cure such Company Event of Default. If the Company needs more than that period to cure the default, the Company shall deliver to the LGU a plan (the “Company Rectification Plan”) within ten (10) Days from the receipt of the Notice of Company Event of Default (or within such longer time as the LGU may approve), specifying the remedial actions the Company plans to take and the number of Days necessary to correct such Company Event of Default. The Company Rectification Plan shall be subject to the LGU’s prior written approval, which should not be unreasonably withheld. If (i) written notice reasonably detailing such Company Event of Default is not cured within the specific conduct alleged to constitute Causethirty (30)-Day period (or such longer period as the LGU may have approved), (ii) a reasonable opportunity the Company is not consistently striving to cure such conductCompany Event of Default, if it is of a nature that is reasonably curable, and or (iii) an opportunity to present an explanation to the Board prior to LGU withholds its approval of the final determination of termination proposed Company Rectification Plan for Cause; or valid reasons after not less than ten (B10) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice periodDays following its submittal, the “Without Cause Termination Tail”). During LGU shall have the Without Cause Termination Tail, Employee and Employer agree immediate right to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of terminate this Agreement by Employer for Causedelivering a Termination Notice to the Company, which termination shall be effective as of the date specified by the LGU in the Termination Notice, which shall be not less than thirty (30) Days from the date the Company receives the Notice of Company Event of Default. (c) If an LGU Event of Default occurs under Section 15.2 (a) or Section 15.2 (c) the Company may provide written notice of default to the LGU (a “Notice of LGU Event of Default”) within five (5) Days of becoming aware of the LGU Event of Default. The LGU shall have thirty (30) Days from its receipt of the Notice of LGU Event of Default in which to cure such LGU Event of Default. If the LGU needs more than that period to cure the default, the LGU shall deliver to the Company a plan (the “LGU Rectification Plan”) within ten (10) Days from the receipt of the Notice of LGU Event of Default (or within such longer time as the Company may approve), specifying what remedial actions the LGU plans to take and the same number of Days necessary to cure such LGU Event of Default. The LGU Rectification Plan shall be subject to the Company’s prior written approval, which should not be exercisable by Employee at any subsequent timeunreasonably withheld. Any non-vested RSUs, PSUs If (i) the LGU Event of Default is not cured within the thirty (30)-Day period (or other stock grants or options to Employee under any stock incentive plan of such longer period as the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(smay approved).,

Termination Procedure. This Upon the occurrence of a Company Event of Default or an Agency Event of Default, the following procedure shall apply: (a) The non-­‐defaulting Party may give a notice (a “Termination Notice”) to the defaulting Party, specifying in reasonable detail the Event of Default and the date on which the non-­‐defaulting Party proposes to terminate this Agreement. Except in the case of paragraphs (b) and (c) below, the Agreement may be terminated on any date specified by Employer either: the non-­‐defaulting Party in the Termination Notice. (Ab) if for CauseIf a Company Event of Default occurs under Section 15.1 (c), only after providing Employee with (d), (j) or (m) (Company Events of Default), the Agency may provide written notice of default to the Company (a “Notice of Company Event of Default”) within five (5) Days of becoming aware of the Company Event of Default. The Company shall have thirty (30) Days from its receipt of the Notice of Company Event of Default in which to cure such Company Event of Default. If the Company needs more than that period to cure the default, the Company shall deliver to the Agency a plan (the “Company Rectification Plan”) within ten (10) Days from the receipt of the Notice of Company Event of Default (or within such longer time as the Agency may approve), specifying the remedial actions the Company plans to take and the number of Days necessary to correct such Company Event of Default. The Company Rectification Plan shall be subject to the Agency’s prior written approval, which should not be unreasonably withheld. If (i) written notice reasonably detailing such Company Event of Default is not cured within the specific conduct alleged to constitute Causethirty (30)-­‐Day period (or such longer period as the Agency may have approved), (ii) a reasonable opportunity the Company is not consistently striving to cure such conductCompany Event of Default, if it is of a nature that is reasonably curable, and or (iii) an opportunity to present an explanation to the Board prior to Agency withholds its approval of the final determination of termination proposed Company Rectification Plan for Cause; or valid reasons after not less than ten (B10) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice periodDays following its submittal, the “Without Cause Termination Tail”). During Agency shall have the Without Cause Termination Tail, Employee and Employer agree immediate right to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of terminate this Agreement by Employer for Causedelivering a Termination Notice to the Company, and the same which termination shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan effective as of the date specified by the Agency in the Termination Notice, which shall be not less than thirty (30) Days from the date the Company and/or any subsidiary receives the Notice of Company Event of Default. (c) If an Agency Event of Default occurs under Section 15.2 (a), (c) or affiliate thereof(e) (Agency Events of Default) , shall immediately vest upon Employee’s receipt from Employer of such the Company may provide written notice of termination default to the Agency (a “Notice of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions Agency Event of Default”) within five (5) Days of becoming aware of the respective Equity Grant(s).Agency Event of Default. The Agency shall have thirty

Termination Procedure. This Agreement may be terminated by Employer either: (Aa) if If and for Causeas long as an Early Termination Event has occurred and is continuing, only after providing Employee with in the case of CPE Early Termination Event, CPE, and in the case of Party Early Termination Event, either Party (the “Termination Party”) has the right to (i) written notice reasonably detailing send Notice to the specific conduct alleged other Party (“Other Party”), designating a day, no earlier than three (3) calendar months after that month in which such Notice is deemed to constitute Causebe received (as provided in Section 16.13) and no later than four (4) calendar months after the month in which such Notice is deemed to be received (as provided in Section 16.13), as an early termination date of this Agreement (“Early Termination Date”), (ii) a reasonable opportunity to cure such conductaccelerate all amounts owing between the Parties (except for disputed amounts as provided in Article Fourteen), if it is of a nature that is reasonably curable, and (iii) an opportunity in the case of CPE Early Termination Event, withhold any payments due to present an explanation Provider under this Agreement, (iv) in the case of CPE Early Termination Event, suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the Board prior to the final determination of termination for Cause; or extent otherwise permitted under this Agreement. (Bb) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice periodIf an Early Termination Date is set forth in accordance with Section 8.2(a), the “Without Cause Termination Tail”). During Terminating Party shall calculate, in a commercially reasonable manner, a termination payment (which shall be the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue sum of all amounts owed by the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for Other Party under this Agreement to the Terminating Party, less any amounts owed by Terminating Party to the Other Party determined as of the Early Termination Date) and notify the Other Party of the amount of such termination payment, which the Other Party shall pay to the Terminating Party within five (5) days of its receipt of the Notice which includes calculation of such termination payment. If the Other Party disputes the calculation of the termination payment, in whole or in part, such disputes shall be terminated resolved in accordance herewithwith Article Fourteen. (c) Upon providing any Notice of termination to Provider in accordance with this Agreement, at Employee’s sole election. Any non-vested RSUsCPE shall have the right to notify the CPUC, PSUs or other stock grants or options to Employee under the CAISO, and any stock incentive plan Governmental Authority having jurisdiction, of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for CauseAgreement, and including the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s)Early Termination Date.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing Upon the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice effective date of termination of this Agreement authorized under Section 9.4, the Operator shall (a) discontinue the Work, (b) place no further orders or subcontracts for Materials, Services, or labor, except as authorized in advance by Employer for CauseOwner or required of Operator to avoid giving rise to a default under this Agreement, (c) make every reasonable effort to obtain cancellation of affected subcontracts or, at Owner's request, cause the assignment of any such contracts to Owner or its replacement operator upon terms satisfactory to Owner, and (d) take such other action as may be reasonably requested by Owner for the same orderly closeout and transition of Operator's operation and maintenance activities. After deduction of any amounts owed by Operator to Owner, upon termination pursuant to this Article, Owner shall pay, or cause to be paid, to Operator (A) the amount, if any, due and payable to Operator pursuant to this Agreement up to and including the date of termination, and (B) except in the case of a termination of Operator pursuant to Article XII, all reasonable documented costs incurred by Operator for its own efforts to implement termination and the resulting reasonable costs actually incurred for turnover and demobilization, excluding any loss of anticipated profit. Such payments to Operator shall not be exercisable duplicate any other payments hereunder made to Operator. Operator shall use reasonable efforts to minimize all termination costs. Other than as set forth in this Section 9.5, Owner shall have no liability to Operator for costs, expenses or losses of any kind or nature incurred by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer Operator as a result of such notice termination. In no event shall the aggregate payments of Owner hereunder exceed the amount due for the then-current Operating Year, pro-rated for any partial Operating Year. Within sixty (60) Days following the termination of this Agreement by Employer without Causedate, Operator shall submit to Owner its final invoice statement which Owner shall review and the same shall be exercisable by Employee make payments on in accordance with the provisions expressed in Article VI. Upon Operator's receipt of final payment in full from Owner, this Agreement shall terminate and neither Party shall have any further obligation to the respective Equity Grant(s)other Party except with respect to those certain provisions of this Agreement which by their nature survive.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause7.2.1 Upon the occurrence of Lessee Event of Default, only after providing Employee with (i) written the Lessor shall deliver a default notice to the Lessee reasonably detailing the specific conduct alleged Lessees Event of Default. 7.2.2 If the Lessee fails to constitute Causerectify default within 30 (Thirty) Business Days of the receipt of the default notice, (ii) a reasonable opportunity the Lessor may, without prejudice to cure such conductany other right or remedy it may possess under this Agreement or under any Applicable Laws, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon terminate this Agreement after providing sixty (60) calendar days’ advance written notice to Employee the Lessee advising Termination of this Agreement (such notice period, "Termination Notice"). 7.2.3 The Termination shall be effective from the “Without Cause date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Clause 7, continue diligently fulfilling to perform their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the project services to the user, failing which the Lessee shall compensate NRANVP for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. 7.2.4 Upon termination of the Lease/this Agreement, the Lessee shall i. Within fifteen (15) days pay to the NRANVP any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of NRANVP to recover from the Lessee, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Lessee, and the same shall not be exercisable by Employee at any subsequent timepursuant to this Agreement. ii. Any non-vested RSUs, PSUs Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the NRANVP. iii. Do all such things as may be required by the NRANVP for transfer or handover the Project Land/Project.

Termination Procedure. This Agreement may be terminated by Employer Employee either: (A) if for Causewith Good Reason, only after providing Employee with upon thirty (i30) days’ advance written notice to Employer that reasonably detailing details therein the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure have given Good Reason for such conduct, if it is of a nature that is reasonably curabletermination, and at least thirty (iii30) an opportunity calendar days have elapsed after Employer’s receipt of such notice, during which Employer has failed to present an explanation to reasonably cure any such alleged conduct (such notice period, the Board prior to the final determination of termination for Cause“Good Reason Termination Tail”); or (B) if without CauseGood Reason, upon providing sixty (60) calendar days’ advance written notice to Employee Employer (such notice period, the “Without Cause Good Reason Termination Tail”). During either the Good Reason Termination Tail or the Without Cause Good Reason Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) Employer may terminate this Agreement may be immediately terminated with immediate effect at any point during the Without Cause Good Reason Termination Tail by providing Employee providing Employer a written demand for termination made upon the basis of this Agreement to be terminated in accordance herewithSection 13(b)(ii), at EmployeeEmployer’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from delivery to Employer of such notice of termination of this Agreement by Employer for CauseEmployee without Good Reason, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon EmployeeEmployer’s receipt from Employer Employee of such notice of termination of this Agreement by Employer without CauseEmployee with Good Reason, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s).

Termination Procedure. This (a) Upon termination of this Agreement, AHS shall cooperate with Hemostemix, as reasonably requested and Hemostemix ' sole cost and expense, to provide for the orderly cessation or completion of the Contract Manufacturing Services. Without limiting the generality of the foregoing, AHS will, within thirty (30) days following termination of this Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged return all materials that were furnished to constitute Causeor created by AHS, other than AHS Works, (ii) a provide all required reports as described in the Agreement, which AHS, using commercially reasonable opportunity efforts, prior to cure such conduct, if it is of a nature that is reasonably curable, the Termination Date and (iii) an opportunity to present an explanation to provide such other services as reasonably requested in connection with the Board prior to the final determination of termination for Cause; completion or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan cessation of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer Contract Manufacturing Services in an orderly manner. (b) Within thirty (30) days of such notice of the termination of this Agreement by Employer Agreement, Hemostemix shall pay AHS for Causethe actual work completed or work AHS is irrevocably obligated to complete (including expenses incurred or to be incurred from non-cancellable agreements, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan costs of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer cancellation of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee cancellable agreements) in accordance with the provisions applicable Agreement to the date of termination; provided that AHS has used commercially reasonable efforts to avoid (or minimize, where non-cancellable) any such costs and expenses, and further provided that any such cancellation payments plus any prorated or prior payments shall not exceed the total cost of the respective Equity Grant(s)terminated Agreement. (c) Within thirty (30) days of the termination of this Agreement, the excess of any amount of money for the Agreement that had previously been paid to AHS shall be promptly refunded to Hemostemix, less the amount of any other payments that are due to AHS pursuant to the Agreement but without any further deduction. (d) AHS shall cease to use any Technology or associated Intellectual Property and shall destroy any Technology in its possession, except for one copy to be retained solely for purposes of litigation (e) In connection with the termination of this Agreement, AHS will, at Hemostemix's election, destroy or deliver (for sale) to Hemostemix all inventory of Materials and Product and related reagents or cell stocks, such election shall be made by Licensor in writing and within thirty (30) days of such termination (failing which Hemostemix shall be deemed to have elected against delivery and instead for destruction. If Hemostemix elects to purchase such AHS inventory, then AHS shall ship at Hemostemix’s cost and direction such inventory to Hemostemix. Hemostemix shall pay for such inventory in advance of receipt of such inventory at a price equal to AHS’ or its Affiliate's fully burdened costs for such inventory. (f) Except where expressly provided for otherwise in this Agreement, no Party shall be relieved of any liability, including any obligation to make payments hereunder, which accrued hereunder prior to the effective date of a termination of this Agreement, nor be precluded from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement nor be prejudiced of any right to obtain performance of any obligation.

Termination Procedure. This Agreement A. If a termination occurs pursuant to Section 11.2(A), the party electing to terminate shall give the other party written notice of such election. On the date which is thirty (30) days after the date of such notice, or such longer period as may be terminated by Employer either: required in order to comply with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 201 et. seq. (Aand any applicable comparable state law) if for Causeand any regulations promulgated thereunder form time to time) Manager shall cease all activities at the Hotel and shall have no further obligations under this Agreement except as otherwise expressly set forth in this Agreement. B. If a termination occurs pursuant to Section 11.2(B), only after providing Employee with (i) Owner shall give Manager written notice reasonably detailing of such election to terminate. On the specific conduct alleged date which is thirty (30) days after the date of such notice, Manager shall cease all activities at the Hotel and shall have no further obligations under this Agreement except as otherwise expressly set forth in this Agreement. C. If a termination occurs pursuant to constitute CauseSection 11.2(C), Manager shall give to Owner written notice of such election. Any time thereafter, Manager may, on thirty (ii30) a reasonable opportunity to cure such conductdays’ written notice, if it cease all activities at the Hotel and thereafter have no further obligations under this Agreement except as otherwise expressly set forth in this Agreement. D. After the notice is of a nature that is reasonably curablegiven, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing within sixty (60) calendar days’ advance written notice to Employee (days after the effective date of such notice periodtermination, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee Manager shall continue to accrue the Annual Base Salary be paid any and all other compensation during the Without Cause Termination Tailfees or expenses earned and due it pursuant to this Agreement, and Manager shall cooperate with Owner in the orderly transfer of management to Owner’s designated agent and deliver to Owner all funds and accounts controlled by Manager and all books and records with respect to the Hotel, including, without limitation, but subject to compliance with applicable laws, all employment and benefits information. In addition, Manager shall deliver to Owner the following: (2i) this Agreement may be immediately terminated at any point during A final accounting, reflecting the Without Cause Termination Tail by Employee providing Employer a written demand balance of income and expenses for this Agreement the Hotel as of the date of termination, to be terminated delivered within thirty (30) days of such termination; (ii) Any balance of monies of Owner held by Manager with respect to the Hotel or the business or affairs of Owner, to be delivered immediately upon termination; (iii) All motorized vehicles used in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan connection with the operation of the Company and/or any subsidiary Hotel and paid for by Owner, together with all registration and title documentation necessary to transfer such vehicles to Owner or affiliate thereofits nominee, shall become null and void to be delivered immediately upon Employeetermination; and (iv) All written and digital data and materials relating to the Hotel, including all Owner’s receipt from Employer Materials, records, contracts, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Hotel or the business or affairs of such notice of Owner to be delivered immediately upon termination. E. Upon termination of this Agreement for any reason, Manager shall (i) surrender (and assign, if permitted) to Owner or its nominee any and all leases, licenses, agreements, approvals, permits and/or other authorizations or property held by Employer Manager on behalf of Owner or Property Owner required and/or utilized for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan operation of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee Hotel in accordance with the provisions directions of Owner and with applicable law and (ii) fully cooperate with any new manager retained by Owner in order to facilitate an orderly transition of the respective Equity Grant(s)management of the Hotel. F. Upon termination of this Agreement, Owner or its nominee shall be responsible for assuming obligations under contracts entered into in accordance with this Agreement or entered into by Manager only to the extent that any such contract shall have been approved in writing by Owner or by the terms of this Agreement and Owner shall be responsible for the payment of obligations incurred by Manager in the operation of the Hotel only to the extent that such obligations shall have been incurred pursuant to the Annual Business Plan or other written authorization of Owner, and Manager hereby agrees to indemnify, defend and hold Owner and Property Owner harmless from and against any liability in connection with any such contracts, agreements or obligations not so approved in writing by Owner.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause7.2.1 Upon the occurrence of Lessee Event of Default, only after providing Employee with (i) written the Lessor shall deliver a default notice to the Lessee reasonably detailing the specific conduct alleged Lessees Event of Default. 7.2.2 If the Lessee fails to constitute Causerectify default within ▇▇ ( ▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇ Days of the receipt of the default notice, (ii) a reasonable opportunity the Lessor may, without prejudice to cure such conductany other right or remedy it may possess under this Agreement or under any Applicable Laws, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon terminate this Agreement after providing sixty (60) calendar days’ advance written notice to Employee the Lessee advising Termination of this Agreement (such notice period, "Termination Notice"). 7.2.3 The Termination shall be effective from the “Without Cause date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Article 7, continue diligently fulfilling to perform their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Sales Showroom, Service and Repair Centre for Two ▇▇▇▇▇▇▇ Automobile Industry to the user, failing which the Lessee shall compensate NRDA for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. 7.2.4 Upon termination of the Lease/this Agreement, the Lessee shall i. Within fifteen (15) days pay to the NRDA any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of NRDA to recover from the Lessee, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Lessee, and the same shall not be exercisable by Employee at any subsequent timepursuant to this Agreement. ii. Any non-vested RSUs, PSUs Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the NRDA. iii. Do all such things as may be required by the NRDA for transfer or handover the Project Land/Project.

Termination Procedure. This Each of the parties acknowledges and agrees that this Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board at any time prior to the final determination Initial Closing: (a) by the mutual written consent of termination for CausePurchaser and Seller; (b) by either Purchaser or Sellers if the Initial Closing has not occurred on or before August 10, 2018 (the “End Date”); or (Bprovided, however that neither Purchaser nor Sellers shall be entitled to terminate this Agreement pursuant to this Section 5.18(b) if without Causesuch party’s breach of this Agreement (for the avoidance of doubt, upon providing sixty including the failure of a party to consummate the Closing when required pursuant to Section 1.4) has prevented the consummation of the Initial Closing by such date; provided, that if the conditions set forth in Section 2.1(d) and Section 2.2(d) have not been satisfied or waived on or prior to such date, but all other conditions set forth in Section 2 have been satisfied or waived (60) calendar days’ advance except for those conditions that by their nature are to be satisfied at the Closing), then the End Date may be extended by either Purchaser or Seller by delivery of written notice to Employee the other to a date not beyond September 9, 2018; (c) by Purchaser with written notice to Sellers, if the representations and warranties of any Seller shall not be true and correct or there has been a material violation or breach by any Seller of any covenant, representation or warranty contained in this Agreement, in each case, which has prevented the satisfaction of any condition precedent in Section 2.2 at the applicable Closing and such failure, violation or breach has not been waived by Purchaser or cured by Seller within 15 days after written notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best effortsthereof from Purchaser; provided, however, however that Purchaser is not in material breach of its obligations under this Agreement; (1d) Employee by either Purchaser or Sellers if there shall continue to accrue be any law that makes consummation of the Annual Base Salary and all other compensation during transactions contemplated hereby illegal or if the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at consummation of the transactions contemplated hereby would violate any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any final non-vested RSUsappealable order of any governmental entity having competent jurisdiction; (e) by Sellers with written notice to Purchaser, PSUs or other stock grants or options to Employee under any stock incentive plan if the representations and warranties of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same Purchaser shall not be exercisable true and correct or there has been a material violation or breach by Employee Purchaser of any covenant, representation or warranty contained in this Agreement, in each case, which has prevented the satisfaction of any condition precedent in Section 2.1 at any subsequent time. Any non-vested RSUsthe applicable Closing and such failure, PSUs violation or other stock grants breach has not been waived by Seller or options cured by Purchaser within 15 days after written notice thereof from Seller; provided, however that no Seller is in material breach of its obligations under this Agreement; and (f) by Sellers with written notice to Employee under any stock incentive plan Purchaser, if all of the Company and/or any subsidiary conditions in Section 2.2 have been satisfied or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement waived (other than those conditions that by Employer without Cause, their nature are to be satisfied at the Closing) and Parent and Purchaser have failed to consummate the same shall be exercisable by Employee in accordance with Closing on or before the provisions of second business day after the respective Equity Grant(s).date the Closing should have occurred pursuant to Section 1.4. US-DOCS\100678152.13

Termination Procedure. This Upon the occurrence of Developer Event of Default, NRDA shall deliver a default notice to the Developer, which shall specify in reasonable detail the Developers Event of Default giving rise to the default notice. If the Developer fails to rectify default within 30 days of the delivery of the default notice, NRDA may, without prejudice to any other right or remedy it may possess under this Agreement or under any Applicable Laws for the time being in force, terminate this Agreement at any time after expiry of 30 days after issuing of written notice advising Termination of this Agreement ("Termination Notice") to the Developer. The termination Notice shall be effective from such date not exceeding thirty (30) days from the date of issue of notice as may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing specified in the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Article 13, continue diligently fulfilling to perform such of their respective duties obligations under this Agreement which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Project to the user, failing which the Developer shall compensate NRDA for any loss or damage occasioned or suffered on account of the underlying failure/breach. If NRDA issues Termination Notice for Developer‟s Event of Default under Article 13.1, above, then NRDA shall not have the obligation to develop and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee operate the Project itself or through its agents/affiliates from the date of such termination Notice If NRDA decides to so develop the Project as aforesaid then NRDA shall continue to accrue the Annual Base Salary and all other compensation provide during the Without Cause period in which Termination TailNotice is in effect, notice to the Developer, NRDA to step in (whether itself or through its agents/affiliates) and (2) this Agreement shall carry on the development to such extent as it may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewithdeem fit . In such case, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same NRDA shall not be exercisable by Employee at liable in any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options manner to Employee under any stock incentive plan the third party including the allottees and owners of the Company and/or residential units for the any subsidiary liability or affiliate thereofcommitment made by the Developer. In the event, Developer is not in default as per Article 13.1 and NRDA fails to provide the Project Land free from encumbrances to the Developer within 30 working days of Compliance Date, it shall be construed as event of default on the part of NRDA ("NRDA Default Event"); Provided that the events mentioned above in as Article 13.5 would not constitute NRDA Event of Default. If such event could be exclusively attributed to an event of Force Majeure In any of the NRDA Events of Default the Developer shall give NRDA a notice to rectify such default. Upon expiry of 30 (thirty) days from the date of receipt of the notice if the default is not rectified by NRDA, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and give the same shall be exercisable by Employee compensation to the Developer as specified in accordance with the provisions of the respective Equity Grant(s).Article 15.1.3

Termination Procedure. This Agreement may be terminated by Employer either: (Aa) if for Cause, only after providing Employee with (i) written notice reasonably detailing Upon the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice effective date of termination of this Agreement authorized under Section 9.5, the Operator shall (i) discontinue performance of the Contract Services, (ii) place no further orders or subcontracts for Materials, Equipment, Supplies, services, or labor, except as authorized in advance by Employer for CauseOwner or required of Operator to avoid giving rise to an Event of Default under this Agreement, (iii) make every reasonable effort to obtain cancellation of affected subcontracts or, at Owner's request, cause the assignment of any such contracts to Owner or its replacement operator upon terms satisfactory to Owner, and (iv) take such other action as may be reasonably requested by Owner for the same orderly closeout and transition of Operator's operation and maintenance activities, including cooperation with any replacement operator. After deduction of any amounts owed by Operator to Owner, upon termination pursuant to this Article, Owner shall pay, or cause to be paid, to Operator (A) the amount, if any due and payable to Operator pursuant to this Agreement up to and including the date of 36 37 termination, and (B) except in the case of a termination of Operator pursuant to Article X, all reasonable documented costs incurred by Operator for its own efforts to implement termination and the resulting reasonable costs actually incurred for turnover and demobilization, excluding any loss of anticipated profit. Such payments to Operator shall not be exercisable duplicate any other payments hereunder made to Operator. Operator and Owner shall use reasonable efforts to minimize all termination costs. (b) Other than as set forth in this Section 9.6, Owner shall have no liability to Operator for costs, expenses or losses of any kind or nature incurred by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer Operator as a result of such notice termination. In no event shall the aggregate payments of termination Owner hereunder exceed the amount due for the then-current Contract Year, pro-rated for any partial Contract Year. Within sixty (60) Days following the effective date of this Agreement by Employer without Causetermination, Operator shall submit to Owner its final invoice statement which Owner shall review and the same shall be exercisable by Employee make payments on in accordance with the provisions of Article VI. Upon Operator's receipt of final payment in full from Owners, this Agreement shall terminate and neither Party shall have any further obligation to the respective Equity Grant(s)other Party except with respect to those provisions of this Agreement which by their terms survive.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause7.2.1 Upon the occurrence of Lessee Event of Default, only after providing Employee with (i) written the Lessor shall deliver a default notice to the Lessee reasonably detailing the specific conduct alleged Lessees Event of Default. 7.2.2 If the Lessee fails to constitute Causerectify default within ▇▇ ( ▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇ Days of the receipt of the default notice, (ii) a reasonable opportunity the Lessor may, without prejudice to cure such conductany other right or remedy it may possess under this Agreement or under any Applicable Laws, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon terminate this Agreement after providing sixty (60) calendar days’ advance written notice to Employee the Lessee advising Termination of this Agreement (such notice period, "Termination Notice"). 7.2.3 The Termination shall be effective from the “Without Cause date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Article 7, continue diligently fulfilling to perform their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Sales Showroom, Service and Repair Centre for Two ▇▇▇▇▇▇▇ Automobile Industry to the user, failing which the Lessee shall compensate ANVP for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. 7.2.4 Upon termination of the Lease/this Agreement, the Lessee shall i. Within fifteen (15) days pay to the ANVP any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of ANVP to recover from the Lessee, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Lessee, and the same shall not be exercisable by Employee at any subsequent timepursuant to this Agreement. ii. Any non-vested RSUs, PSUs Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the ANVP. iii. Do all such things as may be required by the ANVP for transfer or handover the Project Land/Project.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ days advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, herewith at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s).

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause7.2.1 Upon the occurrence of Lessee Event of Default, only after providing Employee with (i) written the Lessor shall deliver a default notice to the Lessee reasonably detailing the specific conduct alleged Lessees Event of Default. 7.2.2 If the Lessee fails to constitute Causerectify default within ▇▇ ( ▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇ Days of the receipt of the default notice, (ii) a reasonable opportunity the Lessor may, without prejudice to cure such conductany other right or remedy it may possess under this Agreement or under any Applicable Laws, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon terminate this Agreement after providing sixty (60) calendar days’ advance written notice to Employee the Lessee advising Termination of this Agreement (such notice period, "Termination Notice"). 7.2.3 The Termination shall be effective from the “Without Cause date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Clause 7, continue diligently fulfilling to perform their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the project services to the user, failing which the Lessee shall compensate NRDA for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. 7.2.4 Upon termination of the Lease/this Agreement, the Lessee shall i. Within fifteen (15) days pay to the NRDA any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of NRDA to recover from the Lessee, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Lessee, and the same shall not be exercisable by Employee at any subsequent timepursuant to this Agreement. ii. Any non-vested RSUs, PSUs Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the NRDA. iii. Do all such things as may be required by the NRDA for transfer or handover the Project Land/Project.

Termination Procedure. This Agreement may In each case, in determining Cause the alleged acts or omissions of the Executive shall be terminated measured against standards prevailing in the industry generally and the ultimate existence of Cause must be confirmed by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is not less than two-thirds of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board of Directors (excluding the Executive) at a meeting prior to the final determination of any termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best effortstherefor; provided, however, that it shall be the Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Company shall have alleged are violated by such acts or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board of Directors, the Company shall notify the Executive that the Company intends to terminate the Executive's employment for Cause under this Section 4 (1the "Confirmation Notice"). The Confirmation Notice shall specify the acts or omissions upon the basis of which the Board of Directors have confirmed the existence of Cause and must be delivered to the Executive within ninety (90) Employee days after a majority of the Board of Directors (excluding, if applicable, the Executive) has actual knowledge of the events giving rise to such purported termination. The Confirmation Notice shall continue also specify the date (which shall not be earlier than the date of the Conformation Notice.) If the Executive notifies the Company in writing (the "Opportunity Notice") within thirty (30) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to accrue meet with the Annual Base Salary Board of Directors (or a sufficient quorum thereof) to discuss such acts or omissions. Such opportunity to meet with the Board of Directors shall be fixed and all other compensation during shall occur on a date selected by the Without Cause Termination Tail, and Board of Directors (2such date being not less than ten (10) this Agreement may be immediately terminated nor more than forty-five (45) days after the Company receives the Opportunity Notice from the Executive). Such meeting shall take place at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan principal offices of the Company and/or or such other location as agreed to by the Executive and the Company. During the period commencing on the effective date of the termination and ending on the date next succeeding the date on which such meeting between the Board of Directors (or a sufficient quorum thereof) and the Executive is scheduled to occur and notwithstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Company (with pay to the extent not prohibited by applicable law). If the Board of Directors properly set the date of such meeting and if the Board of Directors (or a sufficient quorum thereof) attends such meeting and in good faith does not rescind its confirmation of Cause at such meeting or if the Executive fails to attend such meeting for any subsidiary or affiliate thereofreason other than Disability (as defined in Section 8), shall become null and void the Executive's employment by the Company shall, immediately upon Employee’s receipt from Employer the closing for such meeting and the delivery to the Executive of such notice the Notice of termination of this Agreement by Employer Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 4.3, and the same shall not be exercisable Executive's employment with the Company shall, on the thirty-first day after the receipt by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan the Executive of the Company and/or any subsidiary or affiliate thereofConfirmation Notice, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of be terminated for Cause under this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions Section 4 effective as of the respective Equity Grant(s)date specified in the Confirmation Notice.

Termination Procedure. This 13.2.1. Upon the occurrence of Developer Event of Default, NRANVP shall deliver a default notice to the Developer, which shall specify in reasonable detail the Developer’s Event of Default giving rise to the default notice. 13.2.2. If the Developer fails to rectify default within 30 days of the delivery of the default notice, NRANVP may, without prejudice to any other right or remedy it may possess under this Agreement or under any Applicable Laws for the time being in force, terminate this Agreement at any time after expiry of 30 days after issuing of written notice advising Termination of this Agreement ("Termination Notice") to the Developer. 13.2.3. The termination Notice shall be effective from such date not exceeding thirty (30) days from the date of issue of notice as may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing specified in the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Article 13, continue diligently fulfilling to perform such of their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Project to the user, failing which the Developer shall compensate NRANVP for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. 13.2.4. Upon termination of this Agreement, the Developer shall: i. Within fifteen (15) days pay to the NRANVP any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of NRANVP to recover from the Developer, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Developer, and the same shall not be exercisable by Employee at any subsequent timepursuant to this Agreement. ii. Any non-vested RSUs, PSUs Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the NRANVP. iii. Do all such things as may be required by the NRANVP for transfer or handover the Project Land/Project

Termination Procedure. This Agreement may be terminated by Employer either: (Aa) if for Cause, only after providing Employee with (i) written notice reasonably detailing In the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan event of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given by Employer for Causethe Party so terminating to the other Party, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement shall terminate (in whole or in part, as applicable) without further action by Employer without Cause, and the same either Party. (b) If this Agreement is terminated in whole pursuant to Section 8.1: (i) all Confidential Information shall be exercisable by Employee treated as confidential in accordance with Section 11.1. At any time, at the provisions request of the respective Equity Grant(sdisclosing party, the recipient party shall, within 30 days of receiving such request, to the extent reasonably practicable either return to the disclosing party, or permanently destroy (accompanied by a certificate of a senior officer of recipient party attesting to such destruction), all Confidential Information provided to the recipient party, its Representatives or its Affiliates and shall not retain any copies or other reproductions or extracts thereof, by or on behalf of the disclosing party, save to the extent that the recipient party is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body; (ii) all filings, applications and other submissions made pursuant hereto (other than with respect to the Completions that have already occurred prior to such termination) shall, to the extent reasonably practicable, be withdrawn from the Governmental Authority or other Person to which made; and (iii) where this Agreement has been terminated after the Closing Date but before the Completion Date in respect of all Purchased Asset Classes, that portion of the Purchase Price relating to the Purchased Asset Classes in respect of which there has been no Completion, shall be released from the Escrow Account and returned to the Buyer. (c) If this Agreement is terminated in part after the Closing Date pursuant to Section 8.1, written notice thereof shall forthwith be given by the Party so terminating to the other Party, and this Agreement shall terminate with respect to the affected Purchased Asset Classes without further action by either Party. If this Agreement is terminated, in part, pursuant to Section 8.1: (i) all filings, applications and other submissions made pursuant hereto with respect to such affected Purchased Asset Classes shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made; and (ii) that portion of the Purchase Price relating to the affected Purchased Asset Classes shall be released from the Escrow Account and returned to Buyer.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s).

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i1) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii2) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii3) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1x) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2y) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions of the respective Equity Grant(s). For clarity and the avoidance of doubt, all performance metrics relating to each Equity Grant for PSUs that becomes subject to accelerated vesting pursuant to the immediately preceding sentence shall be considered by the Parties to have been achieved and/or satisfied by Employee in all respects.

Termination Procedure. This Upon the occurrence of a Company Event of Default or an Agency Event of Default, the following procedure shall apply: (a) The non-defaulting Party may give a notice (a “Termination Notice”) to the defaulting Party, specifying in reasonable detail the Event of Default and the date on which the non-defaulting Party proposes to terminate this Agreement. Except in the case of paragraphs (b) and (c) below, the Agreement may be terminated on any date specified by Employer either: the non-defaulting Party in the Termination Notice. (Ab) if for CauseIf a Company Event of Default occurs under Section 21.1(c) or Section 21.1(d), only after providing Employee with the Agency may provide written notice of default to the Company (a “Notice of Company Event of Default”) within five (5) Days of becoming aware of the Company Event of Default. The Company shall have thirty (30) Days from its receipt of the Notice of Company Event of Default in which to cure such Company Event of Default. If the Company needs more than that period to cure the default, the Company shall deliver to the Agency a plan (the “Company Rectification Plan”) within ten (10) Days from the receipt of the Notice of Company Event of Default (or within such longer time as the Agency may approve), specifying the remedial actions the Company plans to take and the number of Days necessary to correct such Company Event of Default. The Company Rectification Plan shall be subject to the Agency’s prior written approval, which should not be unreasonably withheld. If (i) written notice reasonably detailing such Company Event of Default is not cured within the specific conduct alleged to constitute Causethirty (30)-Day period (or such longer period as the Agency may have approved), (ii) a reasonable opportunity the Company is not consistently striving to cure such conductCompany Event of Default, if it is of a nature that is reasonably curable, and or (iii) an opportunity to present an explanation to the Board prior to Agency withholds its approval of the final determination of termination proposed Company Rectification Plan for Cause; or valid reasons after not less than ten (B10) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice periodDays following its submittal, the “Without Cause Termination Tail”). During Agency shall have the Without Cause Termination Tail, Employee and Employer agree immediate right to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of terminate this Agreement by Employer for Causedelivering a Termination Notice to the Company, which termination shall be effective as of the date specified by the Agency in the Termination Notice, which shall be not less than thirty (30) Days from the date the Company receives the Notice of Company Event of Default. (c) If an Agency Event of Default occurs under Section 21.2 (a) or Section 21.2 (c) the Company may provide written notice of default to the Agency (a “Notice of Agency Event of Default”) within five (5) Days of becoming aware of the Agency Event of Default. The Agency shall have thirty (30) Days from its receipt of the Notice of Agency Event of Default in which to cure such Agency Event of Default. If the Agency needs more than that period to cure the default, the Agency shall deliver to the Company a plan (the “Agency Rectification Plan”) within ten (10) Days from the receipt of the Notice of Agency Event of Default (or within such longer time as the Company may approve), specifying what remedial actions the Agency plans to take and the same number of Days necessary to cure such Agency Event of Default. The Agency Rectification Plan shall be subject to the Company’s prior written approval, which should not be exercisable by Employee at any subsequent timeunreasonably withheld. Any non-vested RSUsIf (i) the Agency Event of Default is not cured within the thirty (30)-Day period (or such longer period as the Company may approved), PSUs (ii) the Agency is not consistently working to cure such Agency Event of Default, or other stock grants or options to Employee under any stock incentive plan (iii) the Company reasonably withholds its approval of the proposed Agency Rectification Plan after not less than ten (10) Days following its submittal, the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of have the immediate right to terminate this Agreement by Employer without Causedelivering a Termination Notice to the Agency, and the same which termination shall be exercisable by Employee in accordance with the provisions effective as of the respective Equity Grant(s)date specified by the Company in the Termination Notice, which shall be not less than thirty (30) Days from the date the Agency receives the Notice of Agency Event of Default.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause, only after providing Employee with (i) written notice reasonably detailing the specific conduct alleged to constitute Cause, (ii) a reasonable opportunity to cure such conduct, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon providing sixty (60) calendar days’ advance written notice to Employee (such notice period, the “Without Cause Termination Tail”). During the Without Cause Termination Tail, Employee and Employer agree to continue diligently fulfilling their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) this Agreement may be immediately terminated at any point during the Without Cause Termination Tail by Employee providing Employer a written demand for this Agreement to be terminated in accordance herewith, at Employee’s sole election. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of Upon termination of this Agreement by Employer Agreement, the Grantee must deliver to the WSDA FA any property specifically produced or acquired for Cause, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination performance of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance with the provisions Treatment of Assets provision. 51.1. The WSDA FA must pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by the WSDA FA, and the amount agreed upon by the Grantee and the WSDA FA for the following: a. Completed work and services for which no separate price is stated; b. Partially completed work and services; c. Other property or services which are accepted by the WSDA FA; and d. The protection and preservation of property, unless the termination is for cause, in which case the WSDA FA Program Manager will determine the extent of the respective Equity Grant(s)liability. The WSDA FA may withhold from any amounts due to the Grantee such sum as the WSDA FA Program Manager determines to be necessary to protect the WSDA FA against potential loss or liability. 51.2. After receipt of a notice of termination, and except as otherwise directed by the WSDA FA Program Manager, the Grantee must: a. Stop work under the Agreement on the date, and to the extent specified in the notice; b. Place no further orders or Subgrantee Agreements for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; c. Assign to the WSDA FA, in the manner, at the times, and to the extent directed by the WSDA FA Authorized Representative all of the rights, titles, and interest of the Grantee under the orders and Subgrantee Agreements so terminated, in which case the WSDA FA has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and Subgrantee Agreements; ▇. ▇▇▇▇▇▇ all outstanding liabilities and all claims arising out of such termination of orders and Subgrantee Agreements, with the approval or ratification of the WSDA FA Program Manager to the extent they may require, which approval or ratification is final for all the purposes of this clause; e. Transfer title to the WSDA FA and deliver in the manner, at the times, and to the extent, if any, as directed by the WSDA FA Authorized Representative, any property which, if the Agreement had been completed, would have been required to be furnished to the WSDA FA; i. Complete performance of such part of the work that has not been terminated; and ii. Take such action as may be necessary, or as the WSDA FA Authorized Representative may direct, for the protection and preservation of the property related to this Agreement which is in the possession of the Grantee and in which the WSDA FA has or may acquire an interest.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Cause7.2.1 Upon the occurrence of Lessee Event of Default, only after providing Employee with (i) written the Lessor shall deliver a default notice to the Lessee reasonably detailing the specific conduct alleged Lessees Event of Default. 7.2.2 If the Lessee fails to constitute Causerectify default within 30 (Thirty) Business Days of the receipt of the default notice, (ii) a reasonable opportunity the Lessor may, without prejudice to cure such conductany other right or remedy it may possess under this Agreement or under any Applicable Laws, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon terminate this Agreement after providing sixty (60) calendar days’ advance written notice to Employee the Lessee advising Termination of this Agreement (such notice period, "Termination Notice"). 7.2.3 The Termination shall be effective from the “Without Cause date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Article 7, continue diligently fulfilling to perform their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Corporate office to the user, failing which the Lessee shall compensate NRANVP for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. 7.2.4 Upon termination of the Lease/this Agreement, the Lessee shall i. Within fifteen (15) days pay to the NRANVP any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of NRANVP to recover from the Lessee, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Lessee, and the same shall not be exercisable by Employee at any subsequent timepursuant to this Agreement. ii. Any non-vested RSUs, PSUs Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the NRANVP. iii. Do all such things as may be required by the NRANVP for transfer or handover the Project Land/Project.

Termination Procedure. This Agreement may be terminated by Employer either: (A) if for Causei. Upon the occurrence of Licensee Event of Default, only after providing Employee with (i) written NRANVP shall deliver a default notice to the Licensee reasonably detailing the specific conduct alleged Licensee Event of Default. ii. If the Licensee fails to constitute Causerectify default within 30 (Thirty) Business Days of the receipt of the default notice, (ii) a reasonable opportunity NRANVP may, without prejudice to cure such conductany other right or remedy it may possess under this Agreement or under any Applicable Laws, if it is of a nature that is reasonably curable, and (iii) an opportunity to present an explanation to the Board prior to the final determination of termination for Cause; or (B) if without Cause, upon terminate this Agreement after providing sixty (60) calendar days’ advance written notice to Employee the Licensee advising Termination of this Agreement (such notice period, "Termination Notice"). iii. The Termination shall be effective from the “Without Cause date mentioned therein which shall not exceed 30 (Thirty) Business Days from the date of issuance of Termination Tail”)Notice. During the Without Cause period specified in the Termination TailNotice, Employee and Employer agree the Parties shall, subject where applicable to the provisions of Article 7, continue diligently fulfilling to perform their respective duties and obligations hereunder in good faith and with best efforts; provided, however, that (1) Employee shall continue to accrue the Annual Base Salary and all other compensation during the Without Cause Termination Tail, and (2) under this Agreement may be immediately terminated at which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Project to the user, failing which the Licensee shall compensate NRANVP for any point during loss or damage occasioned or suffered on account of the Without Cause Termination Tail by Employee providing Employer a written demand for underlying failure/breach. iv. Upon termination of the License/this Agreement, the Licensee shall a. Within fifteen (15) days’ pay to the NRANVP any outstanding payment as set out in this Agreement prior to be terminated in accordance herewith, at Employee’s sole electiontermination of this Agreement. Any non-vested RSUs, PSUs or other stock grants or options to Employee under any stock incentive plan of It is clarified that the Company and/or any subsidiary or affiliate thereof, shall become null and void immediately upon Employee’s receipt from Employer of such notice of termination of this Agreement shall in no way prejudice or affect the rights of NRANVP to recover from the Licensee, cost and expenses to rectify/restore, any damage which may have been caused to the Project Land/physical structures appurtenant thereto or any part thereof made by Employer for Causethe Licensee, and the same shall not be exercisable by Employee at any subsequent time. Any non-vested RSUs, PSUs pursuant to this Agreement. b. Inform all related Persons or other stock grants or options to Employee under any stock incentive plan of the Company and/or any subsidiary or affiliate thereof, shall immediately vest upon Employee’s receipt from Employer of such notice of termination of this Agreement by Employer without Cause, and the same shall be exercisable by Employee in accordance Government Authorities that it is no longer associated with the provisions of Project and handover all the respective Equity Grant(s)requisite Approvals, Applicable Permits and other documents to the NRANVP. c. Do all such things as may be required by the NRANVP for transfer or handover the Project Land/Project.