Common use of Payment Terms Clause in Contracts

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.

Payment Terms. Seller may invoice Buyer 1. All fees for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that the initial year of this Order shall be due as follows: (i) if Buyer requests a delay in shipment Set Up fees shall be invoiced on the Effective Date of Products, Seller may invoice Buyer for such Products prior to shipment, this Order and shall be due and payable upon receipt of invoice; (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer fees for or such Services prior to performance. Unless provided otherwise Year 1 (described in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services fee table above) shall be invoiced on the payment terms stated in Effective Date of this Order or the Final Proposal. If payment terms are not stated in a Final Proposalfirst day of Year 1, the payment terms for Products whichever is later, and Services shall be net thirty due and payable upon receipt of invoice; (30iii) days after date fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Whether or not payment terms are stated in a final ProposalFees for any other Services, Seller reserves the rightand for reimbursable expenses, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made invoiced in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check Master Terms or this Order and shall be sent due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the payment location contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in Seller's invoice and otherwise be made this Order, fees are subject to increase in accordance with the payment instructions set forth applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in Seller's invoicethis box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. Acceptance of payment by credit card I understand that the project timeline is at the sole discretion of Sellera good faith estimate which is dependent on, andamong other factors, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate Customer’s ability to meet respective Customer tasks and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountdeadlines.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalan Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net “Fees”) within thirty (30) days after date of Customer’s receipt of NEOGOV’s invoice. Whether or not payment terms are stated Fees shall be invoiced annually in advance and in a final Proposal, Seller reserves the right, in its sole discretion, to require payment single invoice for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymenteach Term. Payments by wire transfer Invoices shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent delivered to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇stated “▇▇▇▇ To” party on the Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not paid when duecontingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, Seller then it shall be entitled for the full amount set forth in the applicable NEOGOV invoice or Ordering Document. Failure to recover provide NEOGOV with a corresponding purchase order shall not relieve Customer of its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the charges for the Services with effect from Buyer the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all attorneys fees taxes, duties and other costs levies imposed by all federal, state, and expenses it may incur in seeking to collect such past due amount local authorities (including, without limitation, export, sales, use, excise, and shall have the right to impose on Buyer a late charge value-added taxes) based on the past due amount from the date due until paid at the rate of 2% per month ortransactions or payments under this Agreement, if less, the highest rate permitted except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. Seller may pursue Customer shall provide NEOGOV with a collection action against Buyer in any court certificate or other evidence of competent jurisdiction to collect any past due amountsuch exemption with ten (10) days of NEOGOV’s request therefor.

Payment Terms. Seller may (a) Any Service Fees payable pursuant to Section 4.1 shall be paid by SharkNinja or its designated Affiliate (the “Payor”) to JSG (the “Payee”) within forty-five (45) days after receipt of a written invoice Buyer from the Payee at the end of each quarter of the calendar year. The Payee shall submit such invoice to the Payor within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by such Payor for Products such quarter. All Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon shipmentby the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Service Fees due and payable in U.S. dollars, and Seller may invoice Buyer for Services upon performance; providedthe exchange rate shall be determined at the date on which such amount is remitted by the Payor, howeveras reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If a Payor fails to make a Service Fee payment when due, that such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) if Buyer requests a delay in shipment of Productsthe Prime Rate, Seller may invoice Buyer for such Products prior to shipmentplus two hundred (200) basis points, and or (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if lesslower, the highest rate of interest permitted by lawapplicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 4.5, the Payor shall make all Service Fee payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Service Fees or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (d) All amounts treated for the purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be exclusive of applicable VAT. Seller may pursue Where Payee is required to account for any VAT to a collection action against Buyer relevant Tax authority, Payor shall, subject to the receipt of a valid VAT invoice, pay to Payee (in any court addition to, and at the same time as, the consideration) the amount of competent jurisdiction to collect any past due amountsuch VAT.

Payment Terms. Seller may invoice Buyer The payment terms for all payments made by Autolus for purchased Miltenyi Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that shall be as follows: (ia) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless Except as otherwise provided otherwise in the Final Proposalherein, all payments must are payable within [***] days of Autolus’ receipt of each invoice corresponding to a shipment of Miltenyi Products by Miltenyi, such invoices to be made to Seller issued by Miltenyi or the applicable Miltenyi Affiliate in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services Territory. (b) Autolus shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments make all payments by wire transfer or electronic fund transfer in immediately available funds to an account designated by Miltenyi or its local Affiliate in the Territory, as applicable. All payments by Autolus to Miltenyi or its Affiliate (as the case may be) under this Agreement shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent local currency that applies to the payment location specified in Seller's invoice Miltenyi company that is assigned to fulfill the respective Purchase Order for Miltenyi Products. (c) All sums payable by Autolus under this Agreement are stated exclusive of sales tax and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of SellerVAT. (d) Without prejudice to any other right or remedy available to Miltenyi, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have Miltenyi reserves the right to impose on Buyer assess a late charge on the past due amount from the date due until paid at the rate of 2% fee equal to [***] per month ormonth, or if lesslower, the highest rate maximum amount permitted by lawApplicable Law, on all undisputed amounts not paid by Autolus when due. Seller may pursue Autolus acknowledges that failure by Autolus to comply with its payment obligations in this Article 8 shall constitute a collection action material breach. (e) Except as expressly provided herein, Autolus shall not exercise any right of setoff, net-out or deduction, take any credit, or otherwise reduce the balance owed to Miltenyi with respect to any payments under this Agreement, unless the Parties otherwise agree or until Autolus has obtained a final and non-appealable judgment against Buyer Miltenyi in any court of competent jurisdiction to collect any past due amountthe amount asserted by Autolus.

Payment Terms. Seller may invoice Buyer The Charterer shall pay all amounts for Products upon shipmentSupplemental Hire invoiced by the Owner within 10 days after receipt of such invoice. Any Basic Hire not paid when due and any invoices not paid in immediately available funds within 10 days after receipt by the Charterer shall accrue interest from the due date until paid at a per annum rate of interest equal to the Overdue Rate, and Seller may invoice Buyer computed on a basis of 360 days, for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceactual days elapsed. Unless provided otherwise in the Final Proposal, all payments must Payments shall be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer in immediately available funds prior to 12:00 noon, New York City time, on the day when each such payment shall be due to the Owner's account at a financial institution located in the State of New York or at such other office as the Owner may from time to time designate in writing to the Charterer. All payments to the Owner hereunder shall be without any offset, counterclaim, discount or deduction and shall be made in accordance with the wire transfer instructions set forth in Seller's invoiceUnited States Dollars. Payments by check shall be sent All payments to the Owner stated in this Charter are exclusive of any Taxes, including, without limitation, sales, excise, value added, stamp, documentary, transfer, ad valorem, general consumption, property, use, export, import, employment, payroll, withholding or other similar Taxes, which may be imposed on or incurred by the Owner, its employees or the Investors (other than, except as otherwise provided herein, Taxes on the net income or franchise of the Owner, its employees or the Investors), and all costs associated therewith, in connection with performance by the Owner of, or the Owner's rights under, this Charter, including the costs associated with bonds or letters of credit that are not otherwise the responsibility of the Charterer under this Charter. The Charterer shall pay the Owner the amount of all such charges, Taxes and costs upon receipt of an invoice, subject to the Charterer's right to reasonably verify the Owner's payment location specified in Seller's invoice of such amounts. The Owner shall use reasonable efforts, without filing suit or incurring any out-of-pocket or other additional costs, to avail itself of any and otherwise be made in accordance with the payment instructions set forth in Seller's invoiceall applicable exemptions and/or reductions of such taxes. Acceptance of payment by credit card is The Charterer shall, at the sole discretion Owner's request, pay such sums directly or post any required bonds or letter of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If required on any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountitems.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services Customer shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be pay individual invoices net thirty (30) days after from date of invoice. Whether or not payment , unless other credit terms are stated agreed to in writing by VWR; summary invoices, if any, will be due as agreed. Payments are to be made in the currency invoiced by VWR. Customer shall provide VWR, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level, as applicable) to allow VWR to properly apply payments or credit memos to outstanding receivable(s) on VWR's accounts receivable sub-ledger for Customer. Any payments received no later than 2.00 PM Eastern Time at VWR's lockbox will be credited to Customer's account as of the date received, while payments received after 2.00 PM Eastern Time will be credited to Customer's account the following business day. Payment in the form of a final Proposalcheck will be credited once the deposit appears in VWR’s bank account; no post-dated checks will be accepted. Delinquent accounts will be subject to a service charge on past due amounts of the lesser of between one and one-half percent (1.5%) and three percent (3%) per month, Seller depending on region, or the maximum amount permitted by law, plus Taxes, reasonable attorneys’ fees, and other collections costs, if any, incurred by VWR. VWR recommends payments be made by wire transfer or ACH method to ensure timely receipt by VWR. VWR reserves the rightright to: (i) require C.O.D. (subject to a handling fee) or impose more stringent payment requirements (including, without limitation, payment in advance) on Customer if Customer’s account is overdue or if Customer has an unsatisfactory credit or payment record, as determined by VWR in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services refuse to sell to Customer or otherwise perform hereunder until all overdue amounts are paid in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, full; (ii) charge a convenience fee may be charged. Each shipment of Products shall be considered on any post-sale credit card payments by Customer; (iii) charge a separate fee for any checks rejected due to insufficient funds; (iv) charge a service fee for any re-invoicing requested by Customer; and independent transaction (v) furnish payment history data and related information to third party companies for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees fraud protection and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountcredit risk reduction.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final ProposalProposal or negotiated supply agreement, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final ProposalProposal or negotiated supply agreement, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance Seller shall not subsequently change banking information without proper notification to Buyer on Seller’s company letterhead provided by mail courier. Any authorized notification of payment such change in banking information will be made well in advance of the effective date and will not be effective if communicated to Buyer solely by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be chargedemail. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) All accrued and unpaid fees, expenses, default interest, costs and Seller may invoice Buyer for Services upon performance; provided, however, that any other amounts due from the Customer shall be due and payable (i) on the date set forth herein or, if Buyer requests a delay in shipment of Productsno date is set forth herein, Seller may invoice Buyer for such Products prior to shipmentupon demand by WFBC, and (ii) if Buyer requests on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a delay day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise case be included in the Final Proposalcomputation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07. (e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to Prime Rate plus five and one half of one percent (5.50%) per annum calculated daily. (f) The Customer will make all payments must required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to Seller in the same currency as the relevant prices. If payment terms are stated in a Final ProposalWFBC hereunder, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposalincluding all fees, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposalinterest, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking expenses; (ii) such records shall, absent manifest error, be conclusive evidence thereof and (iii) the failure of WFBC to collect maintain any such past due amount records shall not limit or otherwise affect the obligations of the Customer or the rights and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate remedies of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in WFBC hereunder or under any court of competent jurisdiction to collect any past due amountRelated Document.

Payment Terms. Seller In consideration for Services, Customer shall pay RN fees, costs, rates and charges as provided in the applicable Customer Order (the “Fees”). In the event that Fees are not specified in a Customer Order, Customer shall pay Fees for relevant Products and/or Services at RN’s then-current rates. Upon delivery of a Product or performing of Services or at milestones as set forth in an applicable Customer Order, RN shall invoice Customer for the Fees then due. Fees may invoice Buyer consist of non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as specified in a Customer Order. Any installation or setup fee shall be due and payable prior to the Commencement Date. Any recurring charges shall be invoiced in advance for each applicable period. Fees for partial months may be pro-rated. Any deposit or other pre-payment shall be paid prior to the Commencement Date and applied as a credit to the final recurring charges of the respective Customer Order. Unless otherwise set forth on a particular Customer Order, Fees for Products and/or Services shall remain in effect for one (1) year from the Commencement Date of each specific Customer Order. Thereafter, such Fees shall be subject to change upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that sixty (i60) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products days prior written notice to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceCustomer. Unless provided Except as otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated set forth in a Final ProposalCustomer Order, the payment terms for Products and Services invoices shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products due and Services shall be net payable thirty (30) days after following submission of such invoice by RN. In the event of termination of this Agreement or any applicable Customer Order, Customer is obligated to pay RN for any Services or expenses incurred prior to the effective date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.)such termination, or upon delivery (e.g., C.O.D.) and for any Services and/or Products pursuant to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentnon-terminated Customer Order. Payments by wire transfer shall be made in accordance with the wire transfer instructions Except as otherwise set forth in Seller's any applicable Customer Order, Customer shall be responsible for any sales, service, value-added, use, excise, consumption and any other taxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the Products and/or Services and/or Customer Works and web sites. Unless otherwise agreed by the parties in writing, Fees set forth on any Customer Order shall be exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of RN. If a withholding tax applies to any fees for Products and/or Services pursuant to this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide RN with an official receipt for such taxes withheld and agrees to notify RN prior to payment, in writing that such withholding tax is required to be paid and Customer shall pay RN any additional amounts to ensure that RN receives the full amount of its invoice. Payments by check If RN has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be sent charged to and paid by Customer in addition to the payment location specified amounts on such invoice, unless Customer provides RN with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by RN in Seller's performance of the Services shall not be construed to be fixtures, and Customer is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi-governmental or tax authorities by the date such payments are due. All Fees paid to RN for Products and/or Services shall be non-refundable. Service Level credits shall only be available to Customer, if ever, provided Customer does not owe RN any outstanding Fees and is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for Products and/or Services and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Customer Order and/or this Agreement. If Customer wishes to dispute any RN invoice and otherwise (a “Disputed Invoice”), Customer must submit a good faith claim, in writing, regarding the Disputed Invoice with documentation as may reasonably be made in accordance with required to support the payment instructions set forth in Seller's claim within sixty (60) days of RN’s submission of the invoice. Acceptance If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such invoice. All payments will be in U.S. Dollars. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay RN any costs of collection (including reasonable attorney’s fees). Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to offset, defense or counterclaim. A breach of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products obligations shall be considered a separate and independent transaction for which Buyer must make paymentmaterial breach of the Agreement. RN is permitted to suspend Services and/or delivery of Products until default is cured by payment in full. If any amount payable to Seller by ▇▇▇▇▇ default is not paid when duecured following invoice, Seller shall RN may terminate the Agreement by written notice to Customer. Upon termination, RN has no further obligation to delivery Products or render Services. No action, suit or proceeding arising out of this Agreement or any Customer Order or concerning any invoice or other accounting hereunder or to the period of time to which such invoice or accounting relates may be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from maintained against RN unless commenced within one (1) year after the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction such invoice or accounting is delivered to collect any past due amountCustomer.

Payment Terms. Seller may invoice Buyer for Products upon shipment11.01 The Subscription Fee, Activation Fee, and Seller may any Professional Services Fee and Support Services Fee will become payable as set out in the Order and the Terms and Conditions. All payments under this Agreement shall be made via credit card or direct debit (via ExpectMe's designated online, automated payment management tool) or any other agreed payment method (using such payment details as notified by ExpectMe to the Client from time to time). 11.02 Invoices shall be sent in PDF-format to the Client's email address, specified in the Order, or in writing to the Client's physical address if specifically requested by the Client. 11.03 Client agrees to make all payments due to ExpectMe under the provisions of this Agreement before or on the due date indicated on the invoice Buyer and in euro, unless Parties have agreed otherwise in writing. In event of late payment, all Client payment obligations to ExpectMe will immediately become due and payable. 11.04 All fees payable to ExpectMe under this Agreement shall be paid without the right to set-off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay ExpectMe such additional amounts as are necessary in order that the net amounts received by ExpectMe after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for payment of all general, state, or local import, usage, value-added, withholding, or other taxes associated with the supply or use of the Services upon performance; providedor Platform. The Client shall promptly reimburse ExpectMe for any such taxes or duties paid by ExpectMe. 11.05 The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 2 August 2002 on late payment interests in commercial transactions, howeverwhich interest shall be compounded daily as of the due date until receipt of full payment by ExpectMe. In addition, that Client shall pay all costs incurred by ExpectMe, as a result of the (iextra)judicial enforcement of the Client's payment obligation under this article, with a minimum of 150 EUR. If Client fails to pay any outstanding amounts within sixty (60) days from receipt of a written default notice, ExpectMe shall be entitled to suspend its obligations and the Client's rights hereunder until receipt of payment of such outstanding amounts. 11.06 Each invoice made by ExpectMe shall be deemed to have been accepted by the Client if Buyer requests a delay in shipment of Products, Seller may invoice Buyer it is not disputed by registered letter sent to ExpectMe wherein the reason for such Products prior to shipmentthe dispute is explained, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net this within thirty (30) days after the invoice date of that specific invoice. Whether . 11.07 In the event the use of the Platform, Services, or Professional Services give rise to additional costs and/or expenses for the Client from third parties (including but not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, limited to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.software integration costs), or upon delivery (e.g., C.O.D.) such costs are exclusively the Client's responsibility and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is cannot current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover claimed from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountExpectMe.

Payment Terms. Seller may invoice Buyer In consideration of us agreeing to publish the Advertisement you shall pay to us the Fees to the account specified on the Booking Form. Payment of the Fees is due in advance of the Start Date in accordance with the Payment Schedule in Clause 7.2. The following payments shall be made by you: 50% of the Fees no later than 90 days before the Start Date; 100% of the Fees no later than 45 days before the Start Date; and Where we have previously agreed in writing to open a credit account for Products upon shipmentyou, and Seller may where a credit account is opened, then payment of the account shall become due 30 days after the date of our invoice Buyer for Services upon performance; provided, however, and you will ensure that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant pricespayment is received by us no later than this due date. If payment terms is not made in accordance with this Clause 7, interest on the overdue balances (including any period after the date of any judgment or decree against the Customer), and late payment fees, fall due and payable and are stated calculated upon the basis set out in the Late Payment of Commercial Debts (Interest ) Act 1998 (as amended). You agree to provide us with all information that we request (including, but not limited to, any relevant purchase order number) in a Final Proposaltimely manner so that we may generate our invoices. Failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment. All Fees (and any other charges) payable under the Agreement are exclusive of any applicable sales tax (including, the payment terms for Products and Services but not limited to, Value Added Tax) which shall be charged in addition at the payment terms stated rate from time to time in the Final Proposalforce. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services Any currency conversions necessary to prepare an invoice shall be net thirty (30) days after calculated at the rate quoted by MBI at the date of invoice. Whether Without prejudice to any other rights or not remedies available to us, we shall be entitled to: charge interest on any outstanding balance owed to us accruing on a daily basis from the date that the invoice became due for payment terms are stated until the date it is paid in a final Proposal, Seller reserves the right, full (whether before or after judgment and compounding every 50 days); charge an administration fee of £25 if any cheque drawn in its sole discretion, favour by you in purported satisfaction of any unpaid invoice is dishonoured on presentation; and instruct a debt collection agency (apart from solicitors) to require payment for Products recover any sum due and in advance that case all charges incurred by us as a result of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer such instruction shall be made payable by you in any event upon demand. We reserve the right at our discretion and without notice to you: to charge you for any extra production and colour processing costs because of any act or omission by you to supply artwork, film, copy or other materials of sufficient quality or otherwise in accordance with the wire transfer instructions relevant specifications (as set forth in Seller's invoiceout on the Rate Card) Credit card payments may be subject to a 2.5% credit card fee CANCELLATION OF AN ADVERTISEMENT Should you wish to cancel the publication of an Advertisement you must given written notice to us. Payments by check shall be sent In the event that we receive your notice of cancellation more than seven days prior to the payment location specified Start Date, we shall use our reasonable endeavours to effect the cancellation and ensure the Advertisement is not published. We shall not be liable in Seller's invoice the event that we are unable to comply with a request to cancel the publication of the Advertisement for any reason. Without prejudice to Clause 9.3, the following costs remain due on cancellation, and otherwise be made you acknowledge that these charges represent a genuine pre-estimate of our losses: Display advertising: if notice of cancellation is received 90 days or more before the Start Date: 50% of total booking fee due; or if notice of cancellation is received 89 days before the Start Date: 100% of total booking fee is due. Digital advertising: if notice of cancellation is received 90 days or more before the Start Date: 50% of total booking fee due; or if notice of cancellation is received 89 days before the Start Date: 100% of total booking fee due. Recruitment and classified advertising: if notice of cancellation is received 90 days or more before the Start Date: 50% of total booking fee due; or if notice of cancellation is received 89 days before the Start Date: 100% of total booking fee due. TERMINATION This Agreement shall take effect on the date of the Advertisement Confirmation issued by us to you and shall continue until the expiry of the Publication Period (the “Term”), unless terminated early in accordance with the payment instructions set forth provisions of this Agreement. Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in Seller's invoicethe event that the other: has committed a material breach of any of its obligations under this Agreement (which shall include a failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within seven days of being required to do so by written notice; or ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way. Acceptance Upon termination of payment this Agreement by credit card is us in accordance with this Clause 9, all outstanding sums owing to us at the sole discretion date of Sellertermination shall become due and payable without deduction or set-off. Upon expiry or termination of this Agreement, and, if Buyer pays the parties agree that our obligation to publish the Advertisement shall immediately cease. Termination of this Agreement by credit card, a convenience fee may be charged. Each shipment of Products either party for any reason shall be considered a separate and independent transaction without prejudice to any rights or obligations that may have accrued as at the date of such termination. LIABILITY Subject to Clause 10.4, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when duedamages, Seller loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with the terms of this Agreement (including the publication or non-publication of the Advertisement) shall be entitled limited to recover a sum equal to the Fees paid by you in respect of the applicable Advertisement to which the liability relates. Subject to Clause 10.4, we shall not be liable to you for: any loss of profit, loss of or damage to data or materials (including the copy of the Advertisement submitted by you to us), loss of anticipated savings or interest, loss of or damage to reputation or goodwill; any indirect, special or consequential damages, loss, costs, claims or expenses of any kind; and subject to Clause 5.1, any loss whatsoever caused by our delay in publishing the Advertisement by the Start Date for whatever reason. You shall indemnify us and keep us indemnified against all costs, claims, damages, expenses or any other losses suffered or incurred by us (or any of our group companies) as a result of: any claims brought by a third party against us in relation to: (i) the unauthorised use of any intellectual property rights (including, but not limited to, copyright, trade mark and design rights); (ii) libel; (iii) breach of any statutory or regulatory duty; or (iv) false or misleading advertising or sales practices in each case arising from Buyer all attorneys fees and our display or other costs and expenses it may incur usage of the Advertisement and/or any materials to which users can link from any Advertisement (in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge case of an Advertisement published on the past due amount Website); (where the Booking Form has been executed by an agent or other third party acting (or purporting to act) on behalf of the Advertiser) any claims made by the Advertiser against us arising from the date due until paid at publication of the rate Advertisement; any claims brought by an individual in relation to a breach of 2% per month orClause 6.1.3; and any other breach by you of your obligations under this Agreement. Nothing in this Agreement shall limit or exclude either party's liability for: death or personal injury caused by its negligence, if lessor the negligence of its employees, the highest rate permitted agents or subcontractors; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law. Seller may pursue FORCE MAJEURE We shall not be deemed to be in breach of the Agreement or otherwise liable to you for any failure or delay in performing any of our obligations under this Agreement as a collection action against Buyer in any court result of competent jurisdiction to collect any past due amountan event or series of connected events outside of our reasonable control and/or the reasonable control of our sub- contractors and/or suppliers as applicable.

Payment Terms. Seller may 10.1 DESITIN shall make any other payments than Royalties due under this Agreement in United States Dollars within [***] ([***]) days of receipt of the invoice Buyer for Products Product (which date shall be no earlier than the date of delivery of the Product).Invoices shall be sent via fax and by internationally recognized overnight courier to DESITIN’s address for notices hereunder. 10.2 All right, title and risk in the Product passes to DESITIN upon shipmentdelivery of Product to DESITIN in accordance with this Agreement. 10.3 DESITIN agrees to make payments and written reports to ZOGENIX within [***] ([***]) days after the end of each calendar quarter covering all sales of the Product in the Field in the Territory by DESITIN, and Seller may invoice Buyer its Affiliates or permitted sub-licensees for Services upon performance; providedwhich invoices were sent during such calendar quarter, however, that each such written report stating for the period in question: (i) if Buyer requests a delay for Product disposed of in shipment the Territory by sale, the quantity and description of ProductsProduct, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance for Product disposed of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final ProposalTerritory other than by sale, the payment terms quantity, description, and nature of the disposition, (iii) the calculation of DESITIN’s Net Sales for Products such quarter and Services shall be year-to-date DESITIN’s Net Sales; and (iv) the payment terms stated in calculation of the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms amount due to ZOGENIX for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, such quarter pursuant to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the Clause 9 on account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentsuch DESITIN’s Net Sales. Payments by wire transfer shall be made The information contained in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products each report under this Clause 10.3 shall be considered a separate and independent transaction Confidential Information of DESITIN. Concurrent with the delivery of each quarterly report, DESITIN shall make the payment due ZOGENIX hereunder in United States Dollars for which Buyer must make paymentthe calendar quarter covered by such report. 10.4 All amounts not paid to the other Party when due shall accrue interest daily at the lesser of an annual rate of (a) [***] or (b) [***]. 10.5 All sums payable hereunder are expressed to be exclusive of VAT or other similar tax. If Notwithstanding the foregoing, any amount income or other taxes on any monies payable to Seller ZOGENIX which DESITIN is required by ▇▇▇▇▇ is not paid when duelaw to pay or withhold on behalf of ZOGENIX, Seller shall be entitled deducted by ZOGENIX from such monies due. DESITIN shall furnish ZOGENIX with proof of such payments. Any such tax required to recover be paid or withheld shall be an expense borne solely by DESITIN, and ZOGENIX may request reimbursement from Buyer all attorneys fees DESITIN for any such amounts. DESITIN shall promptly provide ZOGENIX with a certificate or other documentary evidence to enable ZOGENIX to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by DESITIN. At ZOGENIX’s request, DESITIN shall reasonably cooperate to support any claim by ZOGENIX for such a refund or credit. The Parties will reasonably cooperate in completing and filing documents under the provisions of any applicable tax treaty or under any other costs applicable law, in order to enable DESITIN to make such payments to ZOGENIX without any deduction for withholding. *** Certain information on this page has been omitted and expenses it may incur in seeking filed separately with the Commission. Confidential treatment has been requested with respect to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountomitted portions.

Payment Terms. Seller Company shall issue an invoice to Distributor upon shipment of the Company Products ("Invoice"). All payments shall be Net * * * (* * *) days after the date of the Invoice assuming the shipment is void of any major fault of Company, payable in United States dollars, free of any currency control or other restrictions to Company at the address designated by Company. Distributor shall at all times remain obligated to make payments to Company regardless as to whether Distributor receives payment from a third party to whom Distributor may invoice Buyer for resell Products. Unless otherwise agreed by Company in writing, Distributor will pay all Invoices by: (i) Wire transfer to a bank account designated by Company the amount of the aggregate prices of the Company Products upon shipmentordered (plus any applicable taxes, shipping and other charges); or, (ii) Letter of credit payment wherein Distributor shall cause to be issued by a bank acceptable to Company, and Seller may invoice Buyer confirmed by a bank designated by Company, one or more irrevocable letters of credit to be equal to the aggregate prices of the Company Products ordered (plus any applicable taxes, shipping and other charges) and to provide for Services payment at sight upon performancepresentation of Company's Invoices and receipted shipping documents evidencing delivery of the invoiced Company Products to the carrier or freight forwarder; or, (iii) A check drawn upon a U.S. bank; provided, however, that (iif any such check tendered by Distributor under this Section 5(e)(iii) if Buyer requests a delay is returned for insufficient funds or dishonored in shipment any way for any reason, even without fault of ProductsDistributor, Seller upon written notice to -------------- * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Distributor Company may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.discretion void this Section 5(e)(iii) and to require that payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made under Sections 5(e)(i) or 5(e)(ii) only; and provided, however, that the event Company in accordance with the wire transfer instructions set forth its discretion voids this Section 5(e)(iii) according to its terms, all other terms and conditions of this Agreement shall remain in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice full force and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amounteffect.

Payment Terms. Seller may (a) Any Service Fees payable pursuant to Section 3.01 shall be paid by JS Global to SharkNinja within forty-five (45) days after receipt of a written invoice Buyer from SharkNinja at the end of each quarter of the calendar year. SharkNinja or its designated Affiliate shall submit such invoice to JS Global or its designated Affiliate within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by JS Global for Products such quarter. All Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon shipmentby the Parties in writing) in immediately available funds to a bank account designated by SharkNinja in writing to JS Global. For purposes of determining the Service Fees due and payable in U.S. dollars, and Seller may invoice Buyer for Services upon performance; providedthe exchange rate shall be determined at the date on which such amount is remitted by JS Global, howeveras reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If JS Global fails to make a Service Fee payment when due, that JS Global shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) if Buyer requests a delay in shipment of Productsthe Prime Rate, Seller may invoice Buyer for such Products prior to shipmentplus two hundred (200) basis points, and or (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if lesslower, the highest rate of interest permitted by lawapplicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 3.04, JS Global shall make all Service Fee payments to SharkNinja without set-off, deduction, recoupment or withholding of any kind for Service Fees or other amounts owed or payable by SharkNinja or its Affiliates to JS Global or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (d) All amounts treated for the purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be exclusive of applicable VAT. Seller may pursue Where SharkNinja is required to account for any VAT to a collection action against Buyer relevant Tax authority, JS Global shall, subject to the receipt of a valid VAT invoice, pay to SharkNinja (in any court addition to, and at the same time as, the consideration) the amount of competent jurisdiction to collect any past due amountsuch VAT.

Payment Terms. Seller may invoice Buyer (a) Any amounts payable pursuant to Section 5.1 or Section 5.2 (collectively, “Royalty Payments”) shall be paid by the applicable Party (the “Payor”) to the other Party (the “Payee”) within forty-five (45) days after the end of each quarter of the calendar year. The Payor shall submit a royalty report to the Payee within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Royalty Payments to be paid by such Payor for Products such quarter, including identification of the quantities of each Licensed Product sold in each country in the JSG Territory. All Royalty Payments shall be paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon shipmentby the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Royalty Payments due and payable in U.S. dollars, and Seller may invoice Buyer for Services upon performance; providedthe exchange rate shall be determined at the date on which such amount is remitted by the Payor, howeveras reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If a Payor fails to make a Royalty Payment when due, that such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) if Buyer requests a delay in shipment of Productsthe Prime Rate, Seller may invoice Buyer for such Products prior to shipmentplus two hundred (200) basis points, and or (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if lesslower, the highest rate of interest permitted by lawapplicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 5.5, the Payor shall make all Royalty Payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Royalty Payments or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (d) All amounts treated for the purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be exclusive of applicable VAT. Seller may pursue Where Licensor is required to account for any VAT to a collection action against Buyer relevant Tax authority, Licensee shall, subject to the receipt of a valid VAT invoice, pay to Licensor (in any court addition to, and at the same time as, the consideration) the amount of competent jurisdiction to collect any past due amountsuch VAT.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalan Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net “Fees”) within thirty (30) days after date of Customer’s receipt of NEOED’s invoice. Whether or not payment terms are stated Fees shall be invoiced annually in advance and in a final Proposalsingle invoice for each Term. Invoices shall be delivered to the stated “Bill To” party on the Ordering Document. Unless explicitly provided otherwise, Seller reserves once placed the right, in Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its sole discretion, Subscription Fees are based off of unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to require payment pay for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities Service is not current contingent on performance of any other Service or Seller feels insecure concerning its receipt delivery of paymentany other Service. Payments by wire transfer If Customer issues a purchase order, then it shall be made in accordance with for the wire transfer instructions full amount set forth in Seller's invoicethe applicable NEOED invoice or Ordering Document. Payments Failure to provide NEOED with a corresponding purchase order shall not relieve Customer of its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOED may change the charges for the Services with effect from the start of each Renewal Term by check shall be sent giving Customer at least thirty (30) day notice prior to the payment location specified in Seller's invoice commencement of a Renewal Term. Customer will pay all taxes, duties and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment levies imposed by credit card is at the sole discretion of Sellerall federal, andstate, if Buyer pays by credit cardand local authorities (including, a convenience fee may be charged. Each shipment of Products shall be considered a separate without limitation, export, sales, use, excise, and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge value-added taxes) based on the past due amount from the date due until paid at the rate of 2% per month ortransactions or payments under this Agreement, if less, the highest rate permitted except those taxes imposed or based on NEOED’s net income or those exempt by applicable state law. Seller may pursue Customer shall provide NEOED with a collection action against Buyer in any court certificate or other evidence of competent jurisdiction to collect any past due amountsuch exemption with ten (10) days of NEOED’s request therefor.

Payment Terms. Seller may invoice Buyer 16.1 Supplier shall render invoices to Sycamore for all Products upon shipmentprovided and Services performed under this Agreement [ * ] of Products to Sycamore or its customer, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment or Sycamore’s acceptance of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Non-Recurring Manufacturing Services, Seller may invoice Buyer for or such Services prior as applicable. Supplier shall send invoices to performance. Unless provided otherwise in Sycamore Networks, Inc., Attention: Accounts Payable, at the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services address specified on Sycamore’s Purchase Order. 16.2 Sycamore shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after pay Supplier [ * ] Days [ * ] from date of accurate invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller Sycamore shall be entitled to recover a [ * ] from Buyer all attorneys fees and other costs and expenses it may incur date of an accurate invoice. Supplier shall pay Sycamore [ * ] Days [ * ] from date of accurate invoice. 16.3 Supplier’s Invoices shall be in seeking to collect such past due amount writing and shall have contain at least the right following information: • Sycamore’s Purchase Order Number, • Sycamore’s Part Number and Revision Level, • Quantity of Products or Services, • Unit Price of Products or Services, • Extended Price, • F.O.B. point • Delivery location • Applicable freight and insurance charges reflected as separate line items • Date of invoice and date of shipment All amounts due are payable to impose on Buyer a late charge on Supplier at its address specified herein or at such other place as Supplier may hereafter designate in writing to Sycamore. 16.4 [ * ] shall pay for those taxes imposed by any jurisdiction where Supplier assembles, tests, inspects, packages and/or manufactures Sycamore’s goods and which are directly imposed upon the past due amount goods or services provided by Supplier to Sycamore before title passes to Sycamore. [ * ] will be solely responsible for and will pay [ * ], as the case may be) for all taxes, including sales taxes (if the item is not for resale), value-added taxes, duties or other governmental or regulatory charges in any country, resulting from the date due until paid at transfer from Supplier to Sycamore of title to Products, except for any income, corporate or other related taxes based upon [ * ] income or property for which [ * ] is directly liable. 16.5 Supplier accepts the rate credit liability of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction Purchase Order once it is accepted and cannot request Sycamore to collect pay down any past due amountcredit amount after such acceptance.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) After receipt of a notice of the achievement of a Milestone, and Seller may invoice Buyer for Services upon performance; providedLicensor shall submit an Invoice to Novartis with respect to the corresponding Milestone Payment, howeverprovided that no such Invoice shall be submitted prior to the Effective Date. Novartis shall make the Milestone Payment within [***] after receipt of such invoice. (b) Within [***] after each Calendar Quarter during the Term following the First Commercial Sale of a Product, that (i) if Buyer requests Novartis will provide to Licensor a delay in shipment of Products, Seller may invoice Buyer Sales & Royalty Report. Licensor shall submit an Invoice to Novartis with respect to the royalty amount owed for such Products prior Calendar Quarter. Novartis shall pay such royalty amount within [***] after receipt of the Invoice. (c) Each Party (the “Payee”) shall provide to shipment, and the other Party (iithe “Payor”) if Buyer requests a delay in performance of Services, Seller may invoice Buyer an Invoice for or such Services prior all amounts due to performanceit under this Agreement. Unless provided otherwise in the Final Proposalnoted, all payments must on such Invoices shall be made to Seller the Payee within [***] of the Payor’s receipt of the applicable Invoice. (d) All payments from Novartis to Licensor shall be made by wire transfer in USD to the credit of such bank account as may be designated by Licensor in this Agreement or in writing to Novartis. Any payment which falls due on a date which is not a Business Day in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, location from which the payment terms for Products and Services will be made may be made on the next succeeding Business Day in such location. (e) If Payor fails to pay any payment under this Agreement by the date when such payment is due, then, without limiting any other right or remedy of Payee, such late payment shall be paid together with interest thereon at an annual rate (but with interest accruing on a daily basis) of [***] above the [***] of [***] rate from the date on which such payment terms stated in was originally due until the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or payment (provided, that, such rate shall not payment terms are stated in exceed the rate permissible under applicable Law).. Interest shall not accrue on undisputed amounts that were paid after the due date solely as a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance result of production, in advance of shipment mistaken Licensor actions (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require if a payment for Services in advance is late as a result of performance, if and whenever the account of Buyer Licensor or any of if its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its Affiliates providing an incorrect account for receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount).

Payment Terms. Seller may invoice In addition to the purchase price and surcharges for the Goods stated herein, Buyer for Products upon shipmentshall pay to Masterack the amount of any and all excise, and Seller may invoice Buyer for Services upon performance; providedsales, however, that privilege or other taxes (iwhether state or federal) if Buyer requests a delay in shipment which are payable by reason of Products, Seller may invoice Buyer for such Products prior the sale or delivery of the Goods. Buyers with approved credit terms shall pay all invoiced amounts due to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net Masterack within thirty (30) days after the date of Masterack invoice, or other agreed upon payment terms. Whether or not payment terms are stated in a final ProposalAll other Buyers shall pay full balance prior to any work being completed by Masterack. Buyer shall make all payments hereunder by wire transfer, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment Automatic Clearing House (e.g., C.I.A.ACH), certified check or upon delivery (e.g.money order and in US dollars. Visa and MasterCard payments are accepted with credit approval, C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer but a 5% surcharge shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent applied to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays orders paid by credit card. Buyer shall pay interest on all late payments. Interest on the outstanding balance will be charged at the rate of 1.5% per month, a convenience fee may compounded monthly. If the charging, compounding or payment of such amount of interest is illegal under any applicable authority, interest will be charged, compounded and paid at the highest legal rate then in effect. Each shipment Buyer shall reimburse Masterack for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Masterack does not waive by the exercise of Products any rights hereunder), Masterack shall be considered a separate and independent transaction for which Buyer must make payment. If entitled to suspend the delivery of any amount payable to Seller by Goods if ▇▇▇▇▇ is fails to pay any amounts when due hereunder. Buyer shall not paid when duewithhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Masterack, Seller shall be entitled whether relating to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month orMasterack’s breach, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountbankruptcy or otherwise.

Payment Terms. Seller 1.1 The Contractor shall submit to UN-WOMEN an original copy of its invoices for all Services supplied to UN-WOMEN in accordance with this Contract, together with such supporting documentation and details as the UN-WOMEN may require. 1.2 Payments under this Contract shall be made to the Contractor thirty (30) days from receipt of the Contractor’s invoice Buyer for Products upon shipmentand supporting documentation and certification by UN-WOMEN that the Services represented by the invoice have been provided and that the Contractor has otherwise performed in conformity with the terms and conditions of this Contract, unless UN-WOMEN disputes the invoice or a portion thereof. All payments due to the Contractor under this Contract shall be made by electronic funds transfer to the Contractor’s bank account, the details of which are set forth in the Contract document above. 1.3 UN-WOMEN may withhold payment in respect of any invoice if it considers that the Contractor has not performed in accordance with the terms and conditions of this Contract or has not provided sufficient documentation in support of the invoice. Where an invoice is disputed in part, UN-WOMEN shall pay the Contractor any undisputed portion, in accordance with Article 1.2 above, and Seller the Parties shall consult in good faith to promptly resolve outstanding issues. Once the dispute has been resolved, UN-WOMEN shall pay the Contractor the relevant amount within thirty (30) days. The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract or any accrued interest on payments withheld by UN-WOMEN in connection with a dispute. 1.4 In addition to any rights and remedies available to it, and without prejudice to any other rights or remedies that UN-WOMEN may invoice Buyer for Services have under this Contract, UN-WOMEN shall have the right, without prior notice to the Contractor, any such notice being waived by the Contractor, upon performance; any amounts becoming due and payable hereunder to the Contractor, to set off, against any amount payable by UN-WOMEN under this Contract, any payment, indebtedness or other claim owing by the Contractor to UN-WOMEN hereunder or under any other contract or agreement between the Parties. UN-WOMEN shall promptly notify the Contractor of such set-off and the reasons therefore, provided, however, that (i) if Buyer requests a delay in shipment the failure to give such notice shall not affect the validity of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. set-off. 1.5 Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check this Article shall be sent constitute a complete discharge of UN-WOMEN’s obligations with respect to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products relevant invoices or portions thereof. 1.6 The Contractor shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur interest on any late payment or any sums payable under this Contract nor any accrued interest on payments withheld by UN-WOMEN in seeking to collect such past due amount and shall have the right to impose on Buyer connection with a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountdispute.

Payment Terms. Seller may Payment (in U.S. dollars unless otherwise specified in the Award Letter) is due within ten (10) days after the receipt of invoice Buyer for or receipt of the shipping documents associated with the Products upon shipmentwithin a shipment specified in the P.O., and Seller may invoice Buyer for Services upon performancewhichever is later (“Payment Due Date”), unless Sun notifies Supplier prior to the Payment Due Date that such Products are defective or nonconforming in any manner. Sun shall not be required to pay the disputed portion of any invoice, pending resolution of that dispute; provided, however, however that (i) if Buyer requests a delay in shipment notice of the dispute has been forwarded to Supplier prior to the Payment Due Date. Payment of an invoice does not constitute acceptance of Products. Upon prior notification (which notification will include information as to the nature of the adjustment) to Supplier and Supplier’s agreement which shall not be unreasonably withheld, Seller may invoice Buyer invoices will be subject to adjustment for such Products prior to shipmenterrors, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant pricesshortages and/or rejected Products. If payment terms are stated in a Final ProposalSupplier fails to respond to Sun’s notification within five (5) days, the payment terms for Products such notification and Services Sun’s adjustment shall be the payment terms stated in the Final Proposaldeemed to have been accepted by Supplier. If payment terms are not stated in Supplier will provide Sun with a Final Proposal, the payment terms for Products and Services shall be net credit memo within thirty (30) days after date Sun’s return of invoicethe Products (“Credit Payment Due Date”). Whether or Upon prior notification to Supplier and Supplier’s agreement which shall not payment terms are stated in be unreasonably withheld, the amount of all good faith claims for monies due to Sun by Supplier relating to Products may be deducted by Sun from Supplier’s outstanding invoices under this Agreement. However, Supplier shal not be required to pay a final Proposaldisputed portion of any claim, Seller reserves pending resolution of that dispute; provided, however that Notice of the rightdispute has been forwarded to Sun prior to the Credit Payment Due Date. The information on Supplier’s invoices shall include the following: P.O. number, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.Sun part number(s), or upon delivery quantities, unit value and settlement currency, and freight charges (e.g.if applicable), C.O.D.) and each stated separately. With respect to require payment for Services in advance of performanceall U.S. imports, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer information provided on Supplier’s invoice shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent conform to the payment location specified in Seller's invoice requirements of all federal laws and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountregulations.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalan Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net “Fees”) within thirty (30) days after date of Customer’s receipt of NEOED’s invoice. Whether or not payment terms are stated Fees shall be invoiced annually in advance and in a final Proposal, Seller reserves the right, in its sole discretion, to require payment single invoice for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymenteach Term. Payments by wire transfer Invoices shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent delivered to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇stated “▇▇▇▇ To” party on the Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not paid when duecontingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, Seller then it shall be entitled for the full amount set forth in the applicable NEOED invoice or Ordering Document. Failure to recover provide NEOED with a corresponding purchase order shall not relieve Customer of its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOED may change the charges for the Services with effect from Buyer the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all attorneys fees taxes, duties and other costs levies imposed by all federal, state, and expenses it may incur in seeking to collect such past due amount local authorities (including, without limitation, export, sales, use, excise, and shall have the right to impose on Buyer a late charge value-added taxes) based on the past due amount from the date due until paid at the rate of 2% per month ortransactions or payments under this Agreement, if less, the highest rate permitted except those taxes imposed or based on NEOED’s net income or those exempt by applicable state law. Seller may pursue Customer shall provide NEOED with a collection action against Buyer in any court certificate or other evidence of competent jurisdiction to collect any past due amountsuch exemption with ten (10) days of NEOED’s request therefor.

Payment Terms. Seller may Unless otherwise provided in the Principal Terms, all sales shall be on a cash in advance or irrevocable letter of credit basis. All letters of credit procured by the BUYER in favor of the SELLER shall be in form and substance acceptable to the SELLER and issued only by a bank acceptable to the SELLER. Payment to the SELLER for all sales of Marine Fuel and all charges related thereto (including without limitation, delivery and any additional charges), if any, shall be made in full, without any right of set-off, discount or deduction. Payment shall be made in U.S. dollars by means of telegraphic transfer to the bank identified in the Principal Terms or in the SELLER’s invoice, as the case my be, for deposit to the SELLER’s account as specified therein. Such transfer shall quote the SELLER’s invoice Buyer for Products upon shipmentor order number, the BUYER’s name, the Vessel supplied and the SELLER’s account number to which funds shall be deposited. If the SELLER has extended credit to the BUYER, and Seller if the applicable credit period expires on a Saturday, Sunday or any other day when the SELLER’s bank is closed for business, then the BUYER shall arrange for the payment in question to be made within such shorter period as will enable the payment to have been made by the last day within the applicable credit period when the SELLER’s bank was open for business. Delivery documents may invoice Buyer for Services be provided to the BUYER at its request, but payment shall not be conditioned upon performance; providedthe BUYER'’ receipt of such documents. Notwithstanding any disputes regarding quality, howeverquantity or other matter, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentthe BUYER must initially pay the full amount due, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services any disputes shall be resolved between the parties after such payment terms stated in the Final Proposalhas been made. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightSELLER may at any time, in its sole and absolute discretion, cancel any existing credit line granted to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), BUYER or upon delivery (e.g., C.O.D.) and refuse to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent extend credit to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountBUYER without notice.

Payment Terms. Seller may invoice Buyer for Products upon shipmentIn respect of the Services supplied to USP in terms of this Agreement from time to time, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay USP undertakes to pay to the Service Provider the service charges calculated in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in accordance with the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net agreed charges within thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments an accurate invoice which must be accompanied by wire transfer shall be made the required monthly report, in accordance with the wire transfer instructions set forth template provided in Seller's invoicethis agreement as well as any accompanying call out reports undertaken in that month. Payments All fees, charges and disbursements are quoted inclusive of VAT. The Service Provider shall within 7 days of the month, in which the Services were rendered, issue USP with an invoice for the relevant month, which is accurate and contains all relevant information as required by check law. All invoices shall be sent accompanied by a service report, signed off by the USP Representative, detailing the Services that were rendered. All payments in terms of or arising out of this Agreement shall be made free of administration costs, bank exchange, commission or any other deduction to the payment location specified in Seller's invoice Party thereto; and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerto Clause 8.7, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and neither Party shall have the right to impose defer, adjust or withhold any payment due to the other in terms of or arising out of this Agreement or to obtain deferment of judgment for such amounts or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising. USP will on Buyer a late charge on written request reimburse the past due amount from the date due until paid Service Provider for special or unusual expenses incurred at the rate USPs specific request and approved in terms of 2% per month its internal procurement policy. USP may withhold payment of fees, charges and disbursements that USP disputes in good faith or, if lessthe disputed fees have already been paid, USP may withhold an equal amount from a later payment, including disputes in respect of an error on an invoice or an amount paid. USP shall within five (5) working days of receipt of the highest rate permitted by law. Seller may pursue invoice notify the Service Provider in writing that it is disputing such amount providing a collection action against Buyer reasonable explanation of the rationale therefore; and the Parties shall promptly first address such dispute in any court of competent jurisdiction to collect any past due amountaccordance with this Clause.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless Except as provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalbelow, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date amount of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made Liquidated Damages determined in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check Section 6(f)(1) shall be sent paid biweekly in equal installments over fifty-two (52) weeks, and the amount of Liquidated Damages determined in accordance with Section 6(f)(2) shall be paid biweekly in equal installments over one hundred four (104) weeks. Payment of Liquidated Damages shall commence immediately upon Executive’s separation from service. Notwithstanding the foregoing, if Executive is a Specified Employee (as defined below) on the date of Executive’s separation from service (as defined below) (the “Severance Date”), to the extent that Executive is entitled to receive any benefit or payment location specified upon such separation from service under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Code before the date that is six (6) months after the Severance Date, such benefits or payments shall not be provided or paid to Executive on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in Seller's invoice a single lump sum to Executive on the first business day after the date that is six (6) months after the Severance Date (or, if earlier, within fifteen (15) days following Executive’s date of death). If Executive is required to pay for a benefit that is otherwise required to be provided by the Company under this Agreement by reason of this paragraph, Executive shall be entitled to reimbursement for such payments on the first business day after the date that is six (6) months after the Severance Date (or, if earlier, within fifteen (15) days following Executive’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the Severance Date shall not be affected by this paragraph and otherwise shall be made provided or paid in accordance with the payment instructions set forth in Seller's invoiceschedule applicable to such benefit or payment under this Agreement. Acceptance of payment by credit card It is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may intended that each installment under this Agreement be charged. Each shipment of Products shall be considered regarded as a separate “payment” for purposes of Section 409A of the Code. This paragraph is intended to comply with the requirements of Section 409A(a)(2)(B)(i) of the Code. In the event that any of the payments herein that relate to a Change of Control implicate Internal Revenue Code Sections 280G and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due4999, Seller then the executive shall be entitled to recover from Buyer all attorneys fees a reduced payment that would avoid imposition of any loss of tax deduction to the employer under Section 280G and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge imposition of excise tax on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountExecutive under Section 4999.

Payment Terms. Seller may invoice Buyer Owner shall make payment in accordance with Exhibit B and this Section 8. Delta-T shall submit Applications for Products upon shipmentPayment in the form set forth at Exhibit B. Owner shall, through Owner's Representative, sign the Certificate for Payment set forth on the Application for Payment for the full payment applied for, unless it believes that all or any part of such amount is not then due. If Owner believes all or part of the amount requested in the Application for Payment is not then due, Owner shall amend the Certificate for Payment contained therein by indicating the amount, if any, that it believes to be due, and Seller may invoice Buyer shall sign the certificate as amended and deliver the certificate, together with written notice of Owner's reasons for Services upon performance; providedcertifying less than the whole amount of applied for. Owner or Owner's construction lender shall wire transfer, howeverin immediately available funds, that (i) if Buyer requests a delay all amounts for which it has issued certificates, within the time set forth in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentExhibit B, and (ii) if Buyer requests a delay in performance of Servicesno time is indicated thereon, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net within thirty (30) days after of the date of invoice. Whether or not payment terms are stated in its receipt of the Application for Payment, to a final Proposalbank account to be selected by Delta-T, Seller reserves the right, in at its sole discretion, to require . Owner's payment shall constitute a Certificate for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment Payment if the Certificate for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities Payment form is not current or Seller feels insecure concerning its receipt executed by Owner. If Owner does not certify payment in the amount of payment. Payments by wire transfer shall be made the Application, and Delta-T and Owner cannot agree on a revised amount within fifteen (15) days of the date of the Certificate for Payment for less than the full amount, then either Party may request a demand for arbitration in accordance with Section 18. In any case, when the reasons stated by Owner for withholding payment of any amount for which an application has been made are removed, in whole or in part, Owner shall immediately issue a Certificate for Payment for the amount withheld and make payment, via wire transfer instructions set forth as described in Seller's invoicethis Section 8.2, of the amount so certified. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.

Payment Terms. Seller may (a) Any Service Fees payable pursuant to Section 3.01 shall be paid by Recipient (the “Payor”) to Provider (the “Payee”) within forty-five (45) days after receipt of a written invoice Buyer from the Payee at the end of each quarter of the calendar year. The Payee or its designated Affiliate shall submit such invoice to the Payor or its designated Affiliate within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by such Payor for Products such quarter. All Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon shipmentby the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Service Fees due and payable in U.S. dollars, and Seller may invoice Buyer for Services upon performance; providedthe exchange rate shall be determined at the date on which such amount is remitted by the Payor, howeveras reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If a Payor fails to make a Service Fee payment when due, that such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) if Buyer requests a delay in shipment of Productsthe Prime Rate, Seller may invoice Buyer for such Products prior to shipmentplus two hundred (200) basis points, and or (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if lesslower, the highest rate of interest permitted by lawapplicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 3.04, the Payor shall make all Service Fee payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Service Fees or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (d) All amounts treated for the purposes of any VAT as consideration for a Service made pursuant to this Agreement shall be exclusive of applicable VAT. Seller may pursue Where Payee is required to account for any VAT to a collection action against Buyer relevant Tax authority, Payor shall, subject to the receipt of a valid VAT invoice, pay to Payee (in any court addition to, and at the same time as, the consideration) the amount of competent jurisdiction to collect any past due amountsuch VAT.

Payment Terms. Seller 11.1 All invoices due under this Agreement shall be due and payable *** from the date of invoice, subject to continuing credit approval by Fine Pitch and provision of current financial statements within *** following the end of each calendar month. * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 11.2 Undisputed invoices that are not paid in full by the due date accrue interest at the rate of *** per month until paid in full. 11.3 Currency will be in U.S. Dollars unless specifically negotiated and reflected in an addendum to this Agreement. 11.4 Prices are exclusive of all Taxes, duties, customs or similar charges and are subject to an increase equal in amount to any charge Fine Pitch may invoice Buyer be required to collect or pay upon shipment of the Product. Prices are inclusive of all other charges including any charges for Products upon shipmentlabeling, packaging and crating, any finishing or inspecting fees which would include QA/QC/OOBA), but exclude freight charges which shall be a separate line item on the invoice. 11.5 Until the purchase price and all other charges payable to Fine Pitch have been received in full, Fine Pitch retains, and Seller may invoice Buyer for Services upon performance; providedCustomer grants to Fine Pitch, howevera security interest in the Products delivered to and in the possession of Customer, that (i) if Buyer requests or any proceeds from the sale of Products delivered to Customer and thereafter sold. 11.6 If Customer fails to make timely payments on the terms set forth herein, satisfy credit requirements, or provide financial information as required herein, it shall be deemed a delay material breach of this Agreement. In this event, Fine Pitch may, in addition to any other rights and remedies provided at law or in equity, suspend its performance under the Agreement and withhold shipment of Products, Seller may invoice Buyer for such Products prior refuse to shipmentaccept further orders, change credit and (ii) if Buyer requests a delay in performance of Servicespayment terms, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightrequest other assurances and/or take any other action that Fine Pitch, in its sole discretion, deems appropriate. In the event Customer does not cure the material breach within *** or make alternative arrangements satisfactory to require payment for Products Fine Pitch, Fine Pitch may terminate this Agreement and exercise any and all rights and remedies provided at law or in advance of production, equity or in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.this Agreement

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) From and after the Effective Time, the Parent shall not be permitted to issue any CVRs that have the right to receive any portion of the Milestone Payments, except as provided in, and Seller may invoice Buyer for Services upon performance; providedin accordance with the terms and conditions of, however, that the Merger Agreement. (b) On each Milestone Payment Date, (i) if Buyer requests the Parent shall: (A) deliver to the Rights Agent a delay in shipment certificate of Productsthe Parent certifying the applicable Per Share Milestone Payment; (B) pay to the Rights Agent, Seller may invoice Buyer for such Products by wire transfer to the account designated by the Rights Agent at least five (5) Business Days prior to shipmentsuch Milestone Payment Date, the aggregate amount to be paid by the Rights Agent to holders of CVRs received with respect to Shares pursuant to Section 2.4(b)(ii); (C) pay to the Rights Agent, by wire transfer to the account designated by the Rights Agent at least five (5) Business Days prior to such Milestone Payment Date, the aggregate amount of any Derivative Payment associated with the Milestone Payment Date; and (ii) the Rights Agent shall promptly (but in any event within two (2) Business Days) pay to (A) each Holder of record, as of the close of business in New York City, three (3) Business Days prior to the Milestone Payment Date (the “Record Date”), of CVRs received with respect to the Shares, an amount equal to the product of (i) the applicable Per Share Milestone Payment multiplied by (ii) the number of CVRs held by each such Holder as of the Record Date, and (iiB) if Buyer requests a delay in performance each intended recipient of Services, Seller may invoice Buyer for or any applicable Derivative Payment (as expressly set forth on Appendix 1 attached hereto) the applicable portion of such Services prior to performanceDerivative Payment. Unless provided otherwise in Notwithstanding the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightforegoing, in its sole discretionno event shall the Parent be required to pay any Milestone Payment more than once. (c) No interest or dividends shall accrue on any amounts payable in respect of the CVRs. (d) Except as provided in this CVR Agreement, to require payment for Products in advance none of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer Company or any of its affiliated entities with Seller Affiliates shall have any right to set off any amounts owed or claimed to be owed by any Holder to any of its affiliated entities is not current them against such Holder’s Milestone Payment or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any other amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur such Holder in seeking to collect such past due amount and shall have respect of the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountCVRs.

Payment Terms. Seller may invoice Buyer Unless otherwise mutually agreed by the parties, all orders for the Products shall be invoiced by Supplier on the date shipped. Cardinal shall pay Supplier’s invoices for Products in accordance with the due dates specified therein, provided that such payment terms shall [***]. In the event that a due date fall son a Saturday, Sunday or a federal holiday, Cardinal may make payment on the next business day and still be entitled to the cash discount. Notwithstanding the foregoing, Cardinal shall not be required to remit payment to Supplier during any period of time in which Supplier carries a commercially unreasonable debt balance with Cardinal (i.e., the total undisputed amount Supplier owes to Cardinal as the result of chargebacks, product returns or any other transaction involving the Products exceeds the undisputed amounts Cardinal owes to Supplier for invoiced Product purchases). Releasing payment for delivery to Supplier, whether through electronic means or the mail, constitutes making payment. If Supplier establishes so-called “credit limits” for Cardinal’s purchases, Supplier shall (a) promptly following the establishment of such limits and in any event not less than ten (10) business days prior to cutting back orders or otherwise acting upon shipmentsuch limits, give Cardinal notice of the establishment of such limits, and Seller may invoice Buyer (b) consult in good faith with Cardinal as to the appropriateness of such limits in light of Cardinal’s overall creditworthiness, sales growth rate, and other relevant factors. If Cardinal notifies Supplier that Supplier is carrying a debt balance, Supplier shall remit payments for Services upon performancesuch amounts to Cardinal by check or wire transfer until such time that Cardinal notifies Supplier that the debt balance has been eliminated; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentrequesting payment, Cardinal and (ii) if Buyer requests a delay in performance of ServicesSupplier will work together to eliminate the Debt Balance through other means, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposalincluding but not limited to, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightpurchasing additional inventory, in its sole discretionorder to eliminate and/or reduce the negative financial impact to Supplier. Supplier shall, promptly following Cardinal’s requests made from time to require payment for Products in advance time during the term of productionthis Agreement, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) provide Cardinal with Supplier’s most recent year-end consolidated financial statements and quarterly year-to-date updates to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentsuch financial statements. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have Cardinal retains the right to impose on Buyer withhold payments, setoff amounts owed to Supplier against amounts owed to Cardinal, request a late charge on the past chargeback advance and/or cease its purchase relationship with Supplier based upon (a) Cardinal not receiving payment for amounts owed to it under this Agreement, or (b) Other credit considerations deemed relevant by Cardinal. With respect to Cardinal’s right of set-oft Cardinal and its affiliates, parent or related entities, collectively or individually, may exercise a right of set-off against any and all amounts due amount from the date due until paid at the rate of 2% per month orSupplier, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer without in any court way limiting its rights under law or in equity. For purposes of competent jurisdiction this provision, Cardinal, its affiliates, parent and related entities dial be deemed to collect any past due amountbe a single creditor. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Payment Terms. Seller may invoice Buyer 7.1 Customer agrees to make full payment for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that any Product and/or Service on the following milestones: (i) if Buyer requests a delay in shipment one third (⅓) of Productsthe purchase price at the time Customer receives the order confirmation from IDENTEC, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance another one third (⅓) upon the handover of Servicesthe Products to the carrier, Seller may invoice Buyer for (iii) and the final one third (⅓) upon receipt or such Services prior to performanceuse of the Products, whatever occurs first. Unless provided otherwise Irrespective thereof, the value added tax (VAT) or sales tax comprised in the Final Proposalamount of the invoice, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net paid within thirty (30) days after of the date of IDENTEC’s invoice. Whether If bankruptcy proceedings are instituted against the assets of Customer or if an application for bankruptcy proceedings is not granted for insufficiency of assets, deliveries shall only be made against cash in advance. 7.2 Customer agrees to make full payment terms of invoices on the basis of the payment milestones set forth in clause 7.1 within thirty (30) days of the date of IDENTEC’s invoice. Should Customer’s financial condition become unsatisfactory to IDENTEC or should IDENTEC believe there are stated in a final Proposalother grounds for insecurity, Seller IDENTEC reserves the right, right to require security that is satisfactory to IDENTEC or take other measures in its sole discretionreasonable business judgment. In addition to other available remedies, a late payment service charge equal to 1.5% per month, or the maximum charge allowed by applicable law, whichever is lower, shall be assessed on all amounts not paid when due. 7.3 In any case of part settlements, the individual part payments shall fall due upon receipt of the respective invoice. The same shall apply to amounts invoiced for additional deliveries or resulting from additional agreements beyond the scope of the original Contract, irrespective of the terms of payment agreed upon for the principal delivery. 7.4 Payment shall be made without any discount, cost-free, to require payment for Products IDENTEC’s domicile in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) the agreed currency. Drafts and to require payment for Services in advance of performance, if and whenever the checks shall be accepted on account of Buyer or any of its affiliated entities payment only, with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentall interest, fees and charges in connection therewith (such as collection and discounting charges) to be borne by Customer. Payments by wire transfer All payments shall be made in accordance with US dollars ($). 7.5 Customer shall not be entitled to withhold or offset any payment on the wire transfer instructions set forth in Seller's invoice. Payments grounds of any warranty claim or other counterclaim, unless such claim or other counterclaim is undisputed or has been established by check a competent court of law. 7.6 Payment shall be sent deemed to have been effective on the payment location specified date at which the amount in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card question is at IDENTEC’s disposal. 7.7 In the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of event of: (i) Customer’s failure to pay for any invoiced Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid or Service when due, Seller shall be entitled (ii) Customer fails to recover from Buyer meet the terms of payment, (iii) Customer’s account becomes otherwise delinquent, (iv) Customer’s bankruptcy or insolvency, (v) Customer’s breach of the Contract with IDENTEC, IDENTEC may, at its option: (a) terminate the Contract or any or all attorneys fees existing agreements in conjunction therewith; (b) refuse to ship or deliver Products or provide Services under the Contract; and/ or (c) avail itself of any other and other costs further remedies available to it at law or in equity. Customer agrees to pay all cost of collection, including attorney’s fees, incurred by IDENTEC. 7.8 Discounts or bonuses are subject Customer’s complete payment in due time. 7.9 IDENTEC retains title to all Products delivered by it until receipt of all amounts invoiced, including interests and expenses it may incur in seeking to collect such past due amount and shall have charges. 7.10 The Parties allow the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate use of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountelectronic invoicing or PDF invoices.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (ia) if Buyer requests a delay The Client shall pay JBi the Fees in shipment respect of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance each phase of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise the Project as detailed in the Final ProposalSpecification, subject to delivery to the reasonable satisfaction of the Client of all payments must Deliverables required to be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) provided by that phase and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made receiving an invoice from JBi in accordance with the wire transfer instructions Specification. The Fees shall include any monthly management retainer fee, and any other fees set forth out in Seller's invoicethe Specification. Payments The Client shall also reimburse JBi for all expenses incurred in relation to the Project as expressly set out in the Specification, provided the same are accompanied by check reasonable documentation evidence and copy invoices. b) Unless agreed and detailed in the Specification, all Fees and expenses payable under this Agreement shall be sent invoiced and paid in pounds sterling. c) The Client will pay JBi’s invoices for the Fee within 30 (thirty) calendar days or otherwise as detailed in the Specification. d) If the Client requests that the Services will be provided outside of the Territory, or that JBi provides services that are outside of the scope of the Services set out in the Specification (by way of example only, where there is a material amendment to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoiceSpecification), JBi may charge further fees for any such additional work. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience Any such additional fee may be charged. Each shipment of Products shall be considered subject to the Client’s prior Written Approval. a) JBi will invoice the Client in respect of third party costs which have been given Written Approval and which are incurred by JBi in performing the Services, and the Client shall pay JBi’s invoices in respect of such costs immediately upon presentation, with a separate and independent transaction 15% handling fee. For the purposes of clarity JBi will not levy a handling fee on 3rd party expenses paid directly by the Client. JBi shall not pay any third party supplier costs until it has first received payment from the Client in respect of the same. The Client acknowledges that it shall be liable for which Buyer must make payment. If any amount payable interest, penalties, charges, delay or other losses incurred as a result of any failure to Seller by ▇▇▇▇▇ is not paid pay the third party supplier costs when due, Seller so long as JBi provides the Client with third party supplier costs within reasonable timescales. b) Unless expressly stated otherwise in the Specification, the Client shall reimburse to JBi all travelling, accommodation and subsistence expenses reasonably incurred by JBi personnel and personnel of JBi’s suppliers which are incurred in providing the Services, subject to prior approval by the Client. c) The cost to JBi of materials or services purchased overseas for the Deliverables may be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have more or less than the right to impose on Buyer a late charge on the past due amount from cost anticipated at the date due until paid when JBi ordered the relevant materials or services (or obtained the Client’s Written Approval for such costs), as a result of fluctuations in the rate of currency exchange. If so, JBi will charge the Client at the rate of 2% per month orcurrency exchange in operation on the date JBi pays for the relevant materials or services, if lesswhich shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times. d) Each party shall pay all monies which are payable by it to the other without any right of set-off, abatement or withholding in respect of monies which are due to it or alleged to be due to it from the other party, except any withholding which may be required by law in relation to any tax, in which case the Client: i) shall ensure that the Fees payable to JBi are grossed up so that the withholding does not reduce the Fees payable to JBi; ii) shall account in full for the tax to the relevant taxation or other competent authority on or before its due date; iii) shall furnish to JBi on or before such due date an official receipt of the relevant taxation or other competent authority for the tax. e) Where a surcharge is levied by a supplier against JBi due to late payment and this results from late payment by the Client, the highest rate permitted Client shall immediately reimburse to JBi the amount of such surcharge, together with any accrued interest charged by law. Seller may pursue a collection action against Buyer the supplier in any court respect of competent jurisdiction to collect any past due the overdue amount. a) All fees are exclusive of VAT, unless expressly stated otherwise, at the rate prevailing from time to time. b) The Client will be liable to pay interest on any overdue amount at the annual rate stipulated by the Late Payment of Commercial Debts (Interest) Act 1998, which interest shall accrue on a daily basis from the date payment becomes due until the date that JBi has received payment of the overdue amount together with all accrued interest. c) JBi may suspend Services where the Client is overdue in paying the Fees or other costs set out in this Agreement, and shall not be liable for any delay caused to the Services as a result of such suspension.

Payment Terms. Seller (a) Unless otherwise specified in Exhibit A, Provider (or its applicable Affiliate in accordance with this Section 3.3) shall invoice Recipient for the Service Fee for each of the Services provided, plus the Cost-Plus Charge, and, if applicable, any Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs incurred and required to be paid hereunder on a monthly basis in arrears by the 20th day of the month (or where the 20th day of the month is not a Business Day, by the last Business Day preceding the 20th of the month) following the month in which the applicable Services were provided or the applicable Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs were incurred (provided that to the extent any such costs are incurred in a month and not reflected in such initial invoice applicable to such month, such costs may be reflected in a subsequent invoice Buyer for Products upon shipmentissued with respect to the next three (3) calendar months following the date of such initial invoice or, and Seller may invoice Buyer for Services upon performancewith Recipient’s consent (not to be unreasonably withheld, conditioned, or delayed), in a subsequent invoice; provided, howeverfurther, that in no event shall Recipient be required to pay any such costs invoiced more than eighteen (18) months after such costs were incurred or twelve (12) months following the expiration of the Term). Recipient shall pay Provider (or such applicable Affiliate) all amounts due (other than amounts permitted to be withheld in accordance with this Section 3.3(a)) on or prior to the last day of the calendar month following the month in which Recipient receives the applicable invoice. All such invoices shall be in substantially the form set forth in the Operating Manual or such form as otherwise agreed between the Parties, and shall be delivered to Recipient (or its applicable Affiliate) at the address designated by Recipient (or its applicable Affiliate) by written notice to Provider. Any correspondence or payments concerning such invoices shall be made to Provider (or its applicable Affiliate) at the address designated by Provider (or its applicable Affiliate) by written notice to Recipient. Any Dispute regarding invoiced amounts shall be resolved in accordance with Article VIII; provided that Recipient (x) may withhold payment on any invoice to the extent it is disputing in good faith, pending resolution of such Dispute, an amount in such invoice that (i) represents more than [***] of the amount set forth on the applicable invoice, or (ii) represents [***] or less of the amount set forth on the applicable invoice if Buyer requests a delay the cumulative aggregate outstanding amount of such disputed amounts referred to in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentthis sub Section (ii) exceeds [***]), and (y) shall pay the full invoiced amount pending resolution of its Dispute of an invoiced amount that is less than the amount required in sub Section (x). Notwithstanding anything to the contrary in this Agreement, Provider may at any time withdraw an invoice for which Recipient is or has been withholding payment in accordance with sub Section (x) and submit a replacement invoice to ensure Recipient’s payment of all undisputed amounts without undue delay. There shall be no right of set-off or counterclaim with respect to any claim, debt or obligation against payments to Provider or any Provider Affiliate under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, in addition to anything required by applicable Laws: (i) with respect to all Services provided by U.S. Provider or a U.S. Affiliate of U.S. Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, U.S. Provider shall issue all invoices to U.S. Recipient in USD and U.S. Recipient shall make all such invoiced payments to U.S. Provider in USD; (ii) if Buyer requests with respect to all Services provided by U.S. Provider or a delay U.S. Affiliate of Provider to Recipient (or Recipient on behalf of a Non-U.S. Affiliate of Recipient), U.S. Provider shall issue all invoices to Recipient in performance USD (unlesss otherwise agreed by the parties) and Recipient shall make all such invoiced payments to U.S. Provider in USD (unlesss otherwise agreed by the parties); (iii) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, Provider shall issue all invoices to U.S. Recipient and U.S. Recipient shall make all such invoiced payments to Provider; and (iv) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to Recipient (or Recipient on behalf of Recipient or a Non-U.S. Affiliate of Recipient), Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to Provider; provided, that, notwithstanding sub Sections (i) through (iv) above, any Affiliate of Provider that is providing any (or part of any) Services in accordance with an LCA under Section 10.17 shall issue all invoices for, and shall receive all payments with respect to, such Services, Seller may invoice Buyer for or and such Services prior to performance. Unless issued invoices shall be provided otherwise in the Final Proposalto, and all such invoiced payments must shall be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalby, the applicable Affiliate of Recipient that is party to such LCA; provided, further, that all invoicing and payment terms for Products and Services shall be the payment terms stated obligations set forth in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty sub Sections (30i) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment through (e.g., C.I.A.), or upon delivery (e.g., C.O.D.iv) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer above shall be made in accordance with Section 3.3(a) as if the wire transfer instructions set forth applicable Affiliates of Provider and Recipient, respectively, that are referenced in Seller's invoice. Payments by check this Section 3.3(b) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires. (c) Unless expressly stated otherwise in this Agreement or an LCA, all invoices and payments under this Agreement shall be sent to in pounds sterling. For the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance purposes of payment by credit card is at the sole discretion of Sellerconverting any amounts into pounds sterling, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products such amounts shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount converted from the date due until paid at functional currency used in the LCA to pounds sterling using the GSK Group consolidation system (BISON) cumulative average exchange rate of 2% per for any payments invoiced by Provider, and the Haleon Group consolidation system cumulative average exchange rate (or such other external exchange rate as used by the Haleon Group) for any payments invoiced by Recipient. The Parties shall apply such exchange rate in the month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountwhere such cost was incurred.

Payment Terms. Seller The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may invoice Buyer for be available on the Portal from time to time. The Company shall generate and provide to the Vendor fortnightly reports of the Products upon shipmentthat are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and Seller may invoice Buyer for Services upon performance; providedhence RTO (return to origin) and any returns by the Customer as per the R&R Policy (as defined below in Clause 5) ("Reports"). It is hereby clarified that Company shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the Company. The payment of sale proceeds of the Products by the Company to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a "relevant fortnight"), however, that the Company shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from (i) if Buyer requests a delay the Company’s Margin on the Products sold and delivered to the Customers as agreed in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and the Vendor Agreement ("Margin"); (ii) if Buyer requests a delay any other costs incurred by the Company in performance relation to provision of other Services, Seller may invoice Buyer as agreed under the Vendor Agreement (including without limitation the shipping charges, COD charges @ Rs. 50 (Rupees Fifty Only) per item, advertisement costs etc.); (iii) any adjustments for or such Services prior to performance. Unless provided otherwise in any RTO and returns received from the Final Proposal, all payments must be made to Seller in Customers within three (3) months from the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in delivery of Products to a final Proposal, Seller reserves Customer; (iv) amounts due with respect to procurement of packaging material from the right, in its sole discretion, Company’s designated Vendor as per Clause 3(d) (iii) above (v) applicable tax collected as source as per GST laws whenever made effective and (vi) all other amounts due and payable by the Vendor to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made Company in accordance with these Terms & Conditions and/or the wire transfer instructions set forth in Seller's invoiceVendor Agreement. Payments The Marginretained by check the Company shall be sent subject to applicable with holding taxes(wherever applicable). Accordingly, the Company shall reimburse the TDS amount so deductible on the Margin to the payment location specified Vendor (if and as agreed in Seller's invoice and otherwise the Vendor Agreement). The Vendor shall issue a TDS certificate to that effect to the Company within 30 (thirty) days of the end of a calendar quarter failing which the Vendor shall be made liable to pay/reimburse to the Company such TDS amount. The aforesaid amounts shall be adjusted in accordance with the payment instructions set forth in Seller's invoice. Acceptance of ensuing fortnightly payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable Company to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountVendor.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) All accrued and unpaid fees, expenses, default interest, costs and Seller may invoice Buyer for Services upon performance; provided, however, that any other amounts due from the Customer shall be due and payable (i) on the date set forth herein or, if Buyer requests a delay in shipment of Productsno date is set forth herein, Seller may invoice Buyer for such Products prior to shipmentupon demand by WFBC, and (ii) if Buyer requests on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a delay day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise case be included in the Final Proposalcomputation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07. (e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to LIBOR plus six and three quarters of one percent (6.75%) per annum calculated daily. (f) The Customer will make all payments must required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to Seller in the same currency as the relevant prices. If payment terms are stated in a Final ProposalWFBC hereunder, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposalincluding all fees, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposalinterest, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking expenses; (ii) such records shall, absent manifest error, be conclusive evidence thereof and (iii) the failure of WFBC to collect maintain any such past due amount records shall not limit or otherwise affect the obligations of the Customer or the rights and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate remedies of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in WFBC hereunder or under any court of competent jurisdiction to collect any past due amountRelated Document.

Payment Terms. Seller may invoice Buyer for Products upon shipmentIn consideration of the license of the Licensed Software and the Licensed Materials granted herein, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment further consideration of Products, Seller may invoice Buyer for such Products prior the Modifications to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made by SBF on behalf of CME, CME: (a) has granted to Seller in SBF, on the same currency as date hereof, a license to use and modify Clearing 21 under the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions conditions set forth in Seller's invoice. Payments by check the software license agreement attached hereto as Exhibit 4; and (b) until such time as SBF and CME have agreed upon the final Specifications Documents, the final Delivery Dates and the fixed price sums for such Modifications, CME shall be sent pay SBF to make the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid Modifications at the rate of 2% ***** per month orMan/Day, if lessas set forth in the SBF/GL Proposal. This rate may be adjusted by SBF on the annual anniversary of the Effective Date hereof by *****. Upon mutual agreement regarding the foregoing, the highest rate permitted Project Plan shall be amended in a writing signed by lawboth parties indicating agreement on "fixed price sums" and CME shall thereafter pay SBF for the remaining work on the Modifications pursuant to the amended Project Plan. Seller may pursue The parties agree that the payment schedule for fixed price sums shall be as follows: ***** upon reaching final agreement on the Specifications Documents as provided in Section 3.2 hereof, ***** upon delivery of the Modified Software, ***** upon delivery of the Certificate of Acceptance as provided in Section 3.5 hereof, and ***** upon expiration of the 90 day warranty period following the actual Final Cutover Date. All fixed price sums shall include any applicable out-of-pocket expenses to be incurred by SBF in connection with such Modifications, including, without limitation, hotel, transportation and meals. For work performed on a collection action against Buyer time and materials basis, including, without limitation, Professional Services rendered pursuant to Section 3.6 hereof, CME shall be invoiced monthly for the Man/Days of work performed by SBF during the prior month and any reasonable out-of-pocket expenses incurred by SBF in any court connection with such work, including, without limitation, hotel, transportation and meals. CME shall pay SBF no later than 15 days from the date of competent jurisdiction to collect any past due amountreceipt of the invoice.

Payment Terms. Seller may invoice Buyer Each Dealer will pay Agent for Products the benefit of Lenders, the principal amount of the Obligations owed by such Dealer on each item of Collateral financed by Lenders upon shipmentthe occurrence of any of the following events, subject to the Program Terms Letter: (a) when such Collateral is lost, stolen or materially damaged and Seller may invoice Buyer such loss or damage is the subject of an insurance claim payable to Agent as loss payee for Services upon performance; providedthe benefit of Lenders, however, that (i) if Buyer requests a delay in shipment portion of Productsthe principal amount of the Obligations with respect to such Collateral equal to such principal amount, Seller may invoice Buyer for minus the insurance claim amount (net of any applicable deductible) immediately after such Products prior to shipmentloss or damage or after the determination of the claim amount or the deductible amount, as applicable, and (ii) if Buyer requests a delay in performance the remaining principal amount of Servicesthe Obligations with respect to such Collateral immediately upon the earlier of (A) receipt of any proceeds of such insurance (including, Seller may invoice Buyer for without limitation, receipt of any proceeds made payable to such Dealer and Agent jointly) or rejection or denial of such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products claim and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net (B) thirty (30) days (or such later date as Agent may agree in writing) after date such loss or damage; (b) when such Collateral is lost, stolen or materially damaged and such loss or damage is not the subject of invoicean insurance claim payable to Agent as loss payee for the benefit of Lenders, immediately after such loss or damage; (c) when Collateral is sold, transferred, rented, leased, consigned (unless Dealer has complied with Agent’s documentation requirements and Agent has consented in writing to such consignment arrangement), otherwise disposed of, or its payment term has matured, immediately upon the earlier of (i) Dealer’s receipt of the proceeds thereof, and (ii) seven (7) calendar days after such occurrence; and (d) when otherwise required under the terms of this Agreement. Whether In addition, each Dealer will pay Agent the required principal amount of the Obligations owed Lenders on each item of Collateral financed by Lenders in strict accordance with any repayment provisions for such Collateral as described in the Program Terms Letter and the applicable Advance Rate will be reduced in strict accordance with any curtailment schedule or other curtailment. The initial payment terms, curtailment terms and advance rates with respect to Dealers’ financing program hereunder are set forth in the Program Terms Letter. Subsequent financing program terms, or changes to Dealers’ then current financing program terms, may be set forth in an amended Program Terms Letter executed by the parties thereto. If a Dealer is required to make immediate payment to Agent of any past due obligation discovered during any Collateral review, or at any other time, Agent’s acceptance of such payment shall not payment be construed to have waived or amended the terms are stated in of its financing program. Each Dealer will send all payments to Agent as directed. Agent may apply: (1) payments to reduce finance charges first and then principal, regardless of a final ProposalDealer’s instructions; and (2) principal payments to the oldest (earliest) Invoice for Collateral financed by Lenders, Seller reserves the rightbut, in its any event, all principal payments, may, in Agent’s sole discretion, first be applied to require such Collateral which is sold, lost, stolen, damaged, rented, leased, or otherwise disposed of or unaccounted for. Any Vendor Credit granted to any Dealer for any Collateral will not reduce the Obligations Dealers owe Lenders until Agent has received payment for Products therefor in advance cash. Each Dealer will: (A) pay Agent even if any Collateral is defective or fails to conform to any warranties extended by any third party; and (B) indemnify and hold Agent and each Lender harmless against all claims and defenses asserted by any buyer of productionany Collateral. Each payment under the Loan Documents shall be paid in U.S. dollars and without setoff, recoupment, counterclaim or deduction of any kind. Each Dealer waives all rights of setoff such Dealer may have against Agent or any Lender. Any payment hereunder which would otherwise be due on a day which is not a Business Day, shall be due on the next succeeding Business Day, with such extension of time included in any calculation of applicable finance charges. In addition to the other provisions of this Agreement, in advance order to adequately secure Dealers’ Obligations to Agent and Lenders, Dealers shall, at Agent’s request, immediately pay Agent the amount necessary to reduce the sum of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and outstanding advances hereunder to require payment for Services in advance of performance, if and whenever an amount which does not exceed the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall amount available to be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent borrowed pursuant to the payment location specified in Seller's invoice and otherwise be made in accordance with provisions of the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountProgram Terms Letter.

Payment Terms. Seller may invoice Buyer In order to use the ACD Online Service, You shall pay the then-standard license or subscription fee(s) (as designated by AIA) for Products upon shipmentuse of the ACD Online Service. Such fee(s) is for the designated time period, shall be payable in advance, and Seller shall be non-cancelable once You access or use The ACD Online Service or the designated license period begins following the submission of the information to establish a registration account with AIA for use of The ACD Online Service. No more than once each calendar year, AIA may increase such fees following the designated license period or the end of the then current calendar year, whichever occurs first. All fees are non-cancelable and do not include any applicable taxes and You shall remain responsible for and shall pay all taxes, duties and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on AIA’s net income). You shall provide copies of any and all exemption certificates to AIA if You are entitled to any exemption. You shall not offset or reduce any amount owed to AIA. AIA will invoice Buyer You for Services upon performance; providedall standard time and materials rates or such other pricing or fees or reimbursable expenses, howeverincluding, that but not limited to, travel and per diem expenses incurred by AIA for any support, training, implementation, or programming work provided at a location outside of AIA’s principal office requested by You. All fees or expenses are in U.S. Dollars (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment$), and You shall forward the payment of any fees (iiin U.S. Dollars) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceAIA at the address designated by AIA. Unless provided otherwise indicated by AIA in the Final Proposalwriting, all payments invoices that AIA submits to You must be made to Seller in paid within 30 days of the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date receipt of AIA’s invoice. Whether All past- due payments will accrue interest at a rate of 1.5% or not payment terms are stated the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in a final Proposal, Seller full. AIA also reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on terminate or suspend access to The ACD Online Service if You fail to pay any amounts within 60 days of when due. You shall reimburse AIA for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all obligations with respect to the past amounts due amount from to AIA under the date due until paid at Agreement shall survive any expiration or termination of the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountAgreement.

Payment Terms. Seller may invoice Buyer for Products Accrued interst on this Note shall be due and payable by the Borrower quarterly in arrears on the first business day of January, April, July and October of each year. All outstanding principal and accrued but unpaid interest on this Note shall be due and payable upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that the earlier to occur of the date (the “Maturity Date”): (i) if Buyer requests a delay in shipment one (1) year from the date of Productsthis Note, Seller may invoice Buyer for such Products prior to shipmentFebruary 13, and 2004, as provided below or (ii) if Buyer requests a delay in performance on which the acquisition of Servicesthe Borrower by an unaffiliated third party, Seller may invoice Buyer for other than Safeguard Scientifics, Inc., or such Services prior to performance. Unless provided otherwise in the Final Proposalany of its wholly-owned subsidiaries, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalbona fide change of control transaction (i.e. not a recapitalization or reincorporation for the purpose of changing corporate domicile or other similar transaction) is consummated, regardless of the form of the transaction (e.g., merger, consolidation, sale of assets or sale of stock). In addition, upon the closing of a sale of debt or equity securities by the Borrower to any third party, the payment terms for Products Borrower shall apply the proceeds (net of underwriting discounts and Services commissions) in excess of $2,500,000 first to the repayment of the then outstanding obligations under this Note. Lender shall be the payment terms stated notify Borrower in the Final Proposal. If payment terms are not stated in a Final Proposalwriting by November 13, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether 2003, whether or not payment terms are stated in a final ProposalLender, Seller reserves the right, in at its sole discretion, will renew this Note. If Lender determines not to require payment for Products in advance of productionrenew this Note, in advance of shipment Borrower shall pay all outstanding principal and accrued but unpaid interest on this Note by August 13, 2004. The Lender agrees to make advances under this Note (e.g.each, C.I.A.), an “Advance”) to the Borrower at any time or upon delivery (e.g., C.O.D.) and from time to require payment for Services in advance of performance, if and whenever time on or after the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made date hereof in accordance with the wire transfer instructions set forth in Seller's invoiceterms of this Note. Payments by check All amounts so advanced hereunder and all payments made on account of the principal hereof shall be sent recorded in the books of the Lender, which records shall be final and binding, but the Lender’s failure to do so shall not release the Borrower from any of its obligations hereunder. Borrower may from time to time borrow, repay and reborrow under this Note until the Maturity Date. Prior to the payment location specified in Seller's invoice and otherwise be made in accordance with Maturity Date, Borrower may request that the payment instructions set forth in Seller's invoice. Acceptance of payment Lender make an Advance under this Note by credit card is at delivering to the sole discretion of SellerLender, andnot later than 12:00 noon, if Buyer pays by credit cardEastern Standard Time, a convenience fee may be charged. Each shipment request by telephone by an authorized officer of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇▇▇▇ is not paid when dueimmediately confirmed in writing by letter, Seller facsimile or telex from the Chief Executive Officer or Chief Financial Officer of Borrower (an “Advance Request”), it being understood that the Lender may rely on the authority of such officer making such a telephonic request without the necessity of receipt of such written confirmation. Each Advance Request shall specify (a) the proposed borrowing date; and (b) the amount of the proposed borrowing hereunder. All payments made on this Note (including, without limitation, prepayments) shall be entitled applied, at the option of the Lender, first to recover from Buyer all attorneys fees late charges and other costs collection costs, if any, then to accrued interest and expenses it may incur in seeking then to collect such past due amount and principal. Interest payable hereunder shall have the right to impose on Buyer a late charge be calculated for actual days elapsed on the past basis of a 360-day year. Accrued and unpaid interest shall be due amount from and payable upon maturity of this Note. After maturity or in the date due until paid event of default, interest shall continue to accrue on the Note at the rate set forth above and shall be payable on demand of 2% per month or, if lessthe Lender. Notwithstanding anything in this Note, the highest interest rate permitted charged hereon shall not exceed the maximum rate allowable by applicable law. Seller may pursue a collection action against Buyer in If any court stated interest rate herein exceeds the maximum allowable rate, then the interest rate shall be reduced to the maximum allowable rate, and any excess payment of competent jurisdiction interest made by the Borrower at any time shall be applied to collect the unpaid balance of any past due amountoutstanding principal of this Note.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) Licensee shall pay Licensor all amounts in U.S. dollars, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceexcept as expressly permitted by Section 3.7(c). Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are Any amount not stated in a Final Proposal, the payment terms for Products and Services shall be net actually received by Licensor within thirty (30) calendar days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer from being due shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent subject to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid interest at the rate of 21% per month ormonth, if lessin addition to any other recourse Licensor may have. (b) On or prior to the Effective Date, Licensee shall deliver the Non-Refundable Prepayment to Licensor by wire transfer in immediately available funds to an account of Licensor designated in writing by Licensor to Licensee. The Non-Refundable Prepayment shall be applied first against any Annual Royalty payments due to Licensor until the entire Non-Refundable Prepayment has been fully used and credited by Licensor against Annual Royalty payment obligations of Licensee hereunder, and only after the full use, crediting and exhaustion of the entire Non-Refundable Prepayment shall Licensee be permitted, pursuant to Section 3.7(c), to issue Secured Notes as payment for any Annual Royalties owed by Licensee. On the first business day of each Royalty Period during the Initial Term, Licensor shall, without further action or consent of the Licensee, use, apply and credit to the extent not previously used, applied or credited, the highest rate permitted Non-Refundable Prepayment against the Annual Royalties for the applicable Royalty Period. An amount equal to one million six hundred and fifty thousand dollars ($1,650,000) shall be used, applied and credited on the Effective Date. (c) After Licensor has fully applied and credited the full Non-Refundable Prepayment against Annual Royalty payments due by Licensee hereunder, Licensee may, thereafter, elect during the Initial Term, if, but only if, its cash balances, as of the quarter end immediately prior to the date for the Royalty Period to which an unpaid Annual Royalty relates, was less than thirty million dollars ($30,000,000), to pay its Annual Royalties by delivering Secured Note(s) to Licensor. (d) In no event shall any amount paid hereunder by Licensee (or applied or credited for its benefit) be returnable or refundable (whether in whole or in part) to it for any reason, including, without limitation, in the event of (i) any abandonment, determination not to enforce, transfer (subject, in the case of any transfer, to the rights of Licensee hereunder), or other disposition by Licensor of any Licensed FLT Patents, (ii) cancellation by a court of final jurisdiction of any Licensed FLT Patents, (iii) final invalidation or modification of claims (whether in whole or in part), by any competent authority, of any Licensed FLT Patents, (iv) termination or expiration of this Agreement specifically including without limitation for the reasons set forth in Section 5.3(c), or (v) Licensee Net Sales below the threshold necessary for the Non-Refundable Prepayment to be fully used, applied or credited. (e) Licensee shall make all its payments under this Agreement without any tax deduction, unless a tax deduction is required by law. Seller may pursue Tax deduction could be a collection action against Buyer in any court deduction or withholding for or on account of competent jurisdiction to collect any past due amounttax from a payment under this agreement.

Payment Terms. Seller may The fee for the Services is $13,140.00. The Customer shall pay upon completion of each task. SŌLitude shall invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment the Customer following completion of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant priceseach Service. If payment terms are stated the entire contract cannot be signed at this time, please sign the Task 1: Permit Application Approval (this will allow SŌLitude to start compiling the permit application to submit to the State as early as possible. Work on permitting will not begin until written permission is given). Task 1: Permitting $1,490.00 Task 2: Herbicide Treatment $7,950.00 Task 3: Residue Sampling $2,600.00 Task 4: Post-Treatment Survey(s) $500.00 Task 5: State Reporting $600.00 For any work completed or materials in a Final Proposalstorage on the customer’s behalf at the end of each month, the payment terms company will invoice and the customer will be responsible for Products paying the percent of the total work completed as of that date, less any previous deposit paid. Should the work performed be subject to any local, state, or federal jurisdiction, agency, or other organization of authority for sales or other taxes or fees in addition to those expressly covered by this contract, customer will be invoiced and Services shall be responsible for paying said additional taxes in addition to the payment terms stated in the Final Proposalfee above. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net Customer agrees to pay all invoices within thirty (30) days after date of invoiceinvoice date. Whether or The Customer will be liable for any returned check fees and any collection costs, including reasonable attorney fees and court costs, for any invoices not payment terms are stated in a final Proposalotherwise timely paid, Seller reserves and interest at the rightrate of 1% per month may be added to all unpaid invoices. Company shall be reimbursed by the Customer for any non-routine expenses, in its sole discretionadministrative fees, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.)compliance fees, or upon delivery (e.g.any other similar expense that are incurred as a result of requirements placed on the Company by the Customer that are not covered specifically by the written specifications of this contract. Competitively Sensitive & Proprietary Materials – The information contained herein is the intellectual property of SŌLitude Lake Management. Recipient may not disclose to any outside party any proprietary information, C.O.D.) and to require payment for Services processes, or pricing contained in advance of performance, if and whenever the account of Buyer this document or any of its affiliated entities with Seller or any attachments without the prior written consent of its affiliated entities SŌLitude Lake Management. This document is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer provided to the recipient in good faith and it shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent responsibility of the recipient to keep the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountinformation contained herein confidential.

Payment Terms. Seller may invoice Buyer for Products upon shipmentBy using iTransact (“iTransact,” “we,” “our,” or “us”) payment processing services (“Payment Services”), you agree to be bound by the Terms of Service, these additional terms and Seller may invoice Buyer for conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services upon performance; provided, howeverused. If you are using the Payment Services on behalf of a business or organization, that business or organization accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the Terms of Service, unless otherwise re-defined herein. 27-1. Our Role iTransact is a payment facilitator that allows you to accept Cards from customers for the payment for goods and services. We are not a bank and do not offer banking services as defined by the United States Department of Treasury. Our Payment Services allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (i“Cards”) if Buyer requests a delay in shipment bearing the trademarks of ProductsAmerican Express Travel Related Services Company, Seller may invoice Buyer for such Products prior to shipmentInc. (“American Express”), and (ii) if Buyer requests a delay in performance of DFS Services, Seller LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Payment Services. We may invoice Buyer remove or add Cards that we accept at any time without prior notice. In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. The Networks require that any person that signs up for an iTransact Account to use Payment Services (a “Seller”) and processes more than Network specified amounts of Cards sales (“Card Network Specified Amounts”) enter into an agreement directly with iTransact’s acquiring banks. By accepting or otherwise agreeing to these Payment Terms, you agree to the terms and conditions of the Merchant Services Agreement for Sub-Merchants, effective as of the date you process such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant pricesCard Network Specified Amounts. If payment terms are stated in you fail to agree to any Merchant Services Agreement for Sub-Merchants, we may suspend or terminate your iTransact Account. Similarly, if American Express considers you to be a Final Proposalhigh value customer, the payment terms it may require that you maintain your agreement directly with American Express and designate iTransact as your agent for Products and Services shall be the payment terms stated in the Final ProposalAmerican Express payments. If payment terms are not stated in a Final Proposalthat is the case, the payment terms for Products and Services shall be net thirty (30) days after date we will notify you of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountrequirement.

Payment Terms. Seller may invoice Buyer (a) Customer will pay SAIC monthly on a "time and materials" basis for Products upon shipmentlabor expended and costs and expenses incurred, as hereinafter described. SAIC will use good faith efforts to complete the Services and Seller may invoice Buyer deliver the Deliverables within the estimated price ("Estimated Price") set forth in Exhibit B, but does not guarantee that the Services can be completed or the Deliverables can be delivered within the Estimated Price. (b) Customer shall pay to SAIC for labor expended in performing the Services upon performance; provided, however, that (i) if Buyer requests a delay an amount computed by multiplying the applicable hourly billing rate set forth in shipment Exhibit B by the number of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance hours worked. Fractional parts of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services an hour shall be payable on a prorated basis. (c) In addition to paying for labor expended, Customer shall reimburse SAIC for the payment terms stated cost of all goods and materials purchased exclusively for use in performing the Final ProposalServices or which are incorporated into any Deliverable, as well as for all reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in performing the Services. If payment terms are not stated in a Final Proposal, the payment terms for Products Such costs and Services expenses shall be net subject to the administrative and overhead charge provided in Exhibit B. (d) Customer shall have no obligation to pay SAIC more than the Estimated Price. SAIC shall have no obligation to provide labor or incur costs or expenses having a combined value more than the Estimated Price, even if the Services have not been completed or the Deliverables delivered, or the results desired by Customer have not been achieved. The parties may, by mutual written agreement, increase the Estimated Price. (e) Customer shall make an initial payment of working capital to SAIC of $200,000 within 30 days of contract award and shall there after replenish the level of working capital by making payments according to the schedule and provisions of Exhibit B. Customer shall provide this amount until such time as SAIC has been paid the amount of $6,800,000. Thereafter, SAIC shall draw down on the working capital until the Not To Exceed Amount of $7,7000,00 is expended. SAIC shall have a lien upon and may retain or repossess any and all Deliverables if Customer does not make payment in full to SAIC. (f) Invoiced amounts are immediately due and payable by either electronic funds transfer (EFT) or by mail to the following location(s): If Customer has EFT capabilities, use the following address: Science Applications International Corporation Bank of America San Francisco Account No. 14520-00006 ABA No. 121000358 Telegraphic Abb▇▇▇▇▇▇▇▇▇: BNKAMER Reference: Project Number(s) and Invoice Numbers(s) If Customer does not have EFT capabilities, use the following address: Science Applications International Corporation File No. 2570 Los Angeles, CA ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇r(s) and Invoice Numbers(s) (g) If Customer fails to pay the total amount of an invoice within thirty (30) days after date of such invoice, interest compounded at the rate of one percent (1%) per month shall be charged on all amounts unpaid and outstanding. Whether or not If Customer fails to make any payment terms are stated in a final Proposalto SAIC as required hereunder, Seller reserves SAIC shall have the right, exercisable in its SAIC's sole discretion, in addition to require payment for Products in advance its other rights and remedies, to cease further performance of production, in advance of shipment the Services hereunder. (e.g., C.I.A.), or upon delivery (e.g., C.O.D.h) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentBill To Address. Payments by wire transfer shall The invoice will be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by mailed to: Ocean Power 5000 Robert J. Matthews Parkway El Dorado ▇▇▇▇▇, ▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.▇▇▇▇▇

Payment Terms. Seller may invoice Buyer for Products upon shipmenta. Without limiting LICENSOR's right to terminate this Agreement under Section 15, below, in the event that LICENSEE fails to make timely payments to LICENSOR under this Agreement, LICENSEE shall pay to LICENSOR on demand the amounts due with interest at the rate of one and one-half percent (1.5%) per month from the due date until paid. If this rate exceeds the maximum interest rate allowable by law, then interest shall accrue at the maximum rate allowable by law. b. All payments required under this Agreement shall be in U.S. Dollars and made payable to the order of "Ambra, Inc." c. Acceptance by LICENSOR of any payments under this Agreement shall not prevent LICENSOR at any later date within thirty-six (36) months from the date of any payment from disputing the amount owed or from demanding more information from LICENSEE regarding payments finally due, and Seller may invoice Buyer for Services upon performancesuch acceptance of any payment by LICENSOR shall not constitute a waiver of any breach of any term or provision of this Agreement by LICENSEE if any such breach shall have occurred. Payment by LICENSEE of any payments under this Agreement shall not prevent LICENSEE within twelve (12) months from the date of such payment from disputing the amount owed or from demanding from LICENSOR the repayment of any amounts overpaid by LICENSEE; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller LICENSEE shall be entitled to recover from Buyer all attorneys fees reimbursement for any overpayment made by LICENSEE discovered by an audit conducted by LICENSOR of LICENSEE's books and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from records under Section 8.c. herein, notwithstanding the date due until paid at the rate of 2% per month orany such audit. d. LICENSEE acknowledges and agrees that any manner of payment other than that stated herein, if less, the highest rate permitted or as required by law. Seller may pursue , including, without limitation, offsets, payment into an escrow account or to any other third party, shall constitute a collection action against Buyer in any court material breach of competent jurisdiction to collect any past due amountthis Agreement.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (ia) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, For all payments must be made to Seller in due under this Agreement, OXB shall provide Client with an invoice for the same currency as the relevant pricesamount due. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check Such invoices shall be sent to one of the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerfollowing addresses as appropriate: Attn: Accounts Payable, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇ or such other address as may be requested by Client from time to time by notice in writing. All invoices must contain: (i) OXB’s name and address; (ii) the relevant Purchase Order number and invoice number, if applicable; (iii) OXB’s VAT number, if applicable; and (iv) OXB’s bank account information and instructions for payment (e.g. wire, ACH), as applicable. (b) Client shall pay all undisputed amounts of such invoices within [***] of the receipt of such invoice, unless otherwise agreed upon in writing by the Parties. The Parties shall use good faith efforts to reconcile any disputed amounts as soon as practicable. (c) All sums due to OXB under this Agreement: (i) are exclusive of Value Added Tax, which where applicable will be paid by Client in addition. OXB shall provide to Client all customary receipts for payment of such taxes and cooperate with Client in making applications for and securing any available exemptions or reductions of VAT reasonably available; (ii) unless an alternative currency is specified on any invoice, shall be paid in USD in cash in relation to Royalties and Milestone Payments and paid in GBP in cash in relation to all other payments, in each case by transferring an amount in aggregate to the account identified on the applicable invoice: (iii) If Licensed Products are sold or supplied by Client or its sublicensees in a currency other than USD (or its successor), the Royalties payable in respect of such sales under this Agreement shall be first determined in the currency of the country in which such sales took place and then converted into USD (or its successor) at the mid rate applicable the invoice date using the OANDA Forex currency converter or other reputable currency converter agreed between the Parties from time to time; (iv) if laws or regulations require withholding by Client of any taxes imposed upon OXB on account of any royalties and payments paid under this Agreement, such taxes shall be deducted by Client as required by law from such remittable royalty and payment and shall be paid by Client to the proper tax authorities. Official receipts of payment of any withholding tax shall be secured and sent to OXB as evidence of such payment. The Parties shall cooperate to ensure that any withholding taxes imposed are reduced as far as possible under the provisions of any relevant tax treaty which shall include providing assistance with the completion of any required forms (such as Form W-8BEN-E); (v) shall be made by the due date; provided that any payment which falls due on a date which is not paid when due, Seller shall a Business Day in the location from which the payment will be entitled to recover from Buyer all attorneys fees and other costs and expenses it made may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge be made on the past next succeeding Business Day in such location; and (d) if any undisputed payment is not made within [***] after the due date, OXB may charge interest on any outstanding amount from of such payment on a daily basis at a rate equivalent to [***] per annum above the date due until paid at the base rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer Bank of England then in any court of competent jurisdiction to collect any past due amountforce in London.

Payment Terms. Seller Prices are stated and payable in the currency specified in the Special Terms and Conditions or, failing that, in USD. Prices are net, excluding taxes and Ex Works IER's premises (EXW, Incoterms ICC 2010), standard packing included. They include solely the Supplies specified in the Contract. Prices are valid for the period specified in the Special Terms and Conditions or, failing that, for a period of 3 months from the date of the Offer. Prices of spare parts and consumables (excluding RFID labels) are changed once a year by ▇▇▇. Prices of the maintenance services are revised once a year by applying the Syntec Index, relating to IT labour costs. Prices for Supply of Services or Supply of Hardware specific to the Client are defined with regard to the Client's needs as understood by ▇▇▇ at the date of the Offer and shall be modified ipso jure by ▇▇▇ in the event of amendment or further clarification of such needs. The Supplies are payable in advance within 8 days following Order placement. Depending on the Contract's context (in particular, the Client's geographic location and financial status, past record, nature of the Supplies), the Special Terms and Conditions may stipulate different payment terms, in accordance with the following: a) deposit payment with Order: 35% of the total Order amount excluding taxes, plus VAT, b) interim payments proportional to performance of the Contract, c) invoicing of the balance upon Delivery of the Supply. Maintenance and extended warranty services shall be invoiced in advance for the duration of the Contract. Subject to the above provisions, invoices shall be issued not later than the date of Delivery of the Supply. They are payable within 30 days from date of invoice, with no discount for early payment. In the event of a delay or postponement not attributable to IER, or any event entitling invoicing of all or part of the price of the Supply, IER may invoice Buyer such price on the date originally agreed for Products completion of the event in question, for payment within the above time limit. The Client agrees to refrain from invoicing IER for any amount not expressly accepted as due by ▇▇▇. Payment cannot be delayed, even in the event of a dispute. Any failure to effect full payment upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that the due date shall result ipso jure in favour of ▇▇▇: (i) if Buyer requests a delay in shipment immediate early payment without formal notice of Productsany sums due, Seller may invoice Buyer including bills of exchange for such Products prior to shipment, any reason whatsoever and (ii) if Buyer requests a delay in immediate suspension without formal notice of the performance of Servicesall Orders and services in progress, Seller may invoice Buyer for or such Services prior especially pertaining to performancewarranty and (iii) implementation of penalties by application of 1% over the prime interest rate. Unless provided otherwise in All without prejudice to IER's right to exercise Article 11. Notwithstanding transfer of risk to the Final ProposalClient on the Delivery date, all payments must be made to Seller in IER shall retain title of the Supplies sold until actual payment of the full price and any incidentals. The claim shall ipso jure cancel the sale, with IER keeping any deposit paid as initial damages. IER can claim any Supplies of the same currency kind and quality as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountunpaid Supplies.

Payment Terms. Seller may invoice Buyer Payment of the purchase price for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior delivered to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services Service Provider by GE shall be payable net *** days from the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not If the date on which a payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is due is not current or Seller feels insecure concerning its receipt of paymenta Business Day, then such payment shall be considered timely if made on the next Business Day. Payments by wire transfer All payments hereunder shall be made in accordance with the U.S. dollars or such other currency which may be agreed upon and shall be made via wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with account designated by GE. Any overdue amounts shall bear interest at a rate equal to the payment instructions set forth in Seller's invoice. Acceptance lesser of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2(a) ***% per month or, if less, or (b) the highest maximum rate permitted by law. Seller may pursue a collection action against Buyer in CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY AVIALL, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS DOCUMENT WITH “***”. DISTRIBUTION SERVICES AGREEMENT General Electric Company If any court portion of competent jurisdiction to collect any Service Provider’s account is more than thirty (30) calendar days past due amount(other than any amounts being disputed in good faith), GE may, at its option, cease all deliveries to Service Provider, ship completed Products in place, refuse to accept new orders, or divert Products already ordered, unless such undisputed past due amounts, including interest payments, are paid in full, or GE is in receipt of an irrevocable letter of credit sufficient to cover all outstanding amounts due confirmed by a United States bank acceptable to GE; or another method of payment has been mutually agreed to by the parties. In addition, in such circumstance of non-payment of undisputed amounts, GE shall be permitted to sell Products directly to Customers and Service Provider shall not be entitled to any commission on such sales until all such undisputed amounts are paid. GE and Service Provider shall negotiate in good faith to resolve any payment disputes, and may refer any such disputes to the Steering Committee.

Payment Terms. Seller may invoice Buyer 1. All fees for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that the initial year of this Order shall be due as follows: (i) if Buyer requests a delay in shipment Set Up fees shall be invoiced on the Effective Date of Products, Seller may invoice Buyer for such Products prior to shipment, this Order and shall be due and payable upon receipt of invoice; (ii) if Buyer requests a delay fees for Year 1 (described in performance the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, Seller may invoice Buyer and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or such Services prior to performancethis Order and shall be due and payable upon receipt of invoice. 2. Unless provided otherwise specified in the Final ProposalSpecial Provisions above, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services this Order Form shall be renewed automatically for successive periods of (3) years (each a “Renewal Term”) after the payment terms stated in expiration of the Final Proposal. If payment terms are not stated in Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a Final Proposal, written notice to the payment terms for Products and Services shall be net contrary thirty (30) days after date prior to the end of invoicethe Initial Term or Renewal Term, as applicable. 3. Whether Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or not payment terms its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are stated in a final Proposal, Seller reserves the right, in its sole discretion, subject to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made increase in accordance with the wire transfer instructions set forth in Seller's invoiceapplicable provisions of the Master Terms. Payments by check shall be sent By signing below, Finalsite and Customer each agree to the payment location specified terms and conditions of this Order and the Master Terms. Signature Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in Seller's invoice this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and otherwise be made in accordance with understand the payment instructions set forth in Seller's invoiceexpected deliverables for Finalsite as well as for Customer’s project team. Acceptance of payment by credit card I understand that the project timeline is at the sole discretion of Sellera good faith estimate which is dependent on, andamong other factors, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate Customer’s ability to meet respective Customer tasks and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountdeadlines.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) Customer shall pay to Netability the fees set forth in the Quote, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay such fees shall be remitted to Netability in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, accordance with the payment terms for Products set forth in the applicable Quote. In addition to the fees set forth in the Quote, Netability may invoice any additional costs and expenses reasonably incurred by Netability in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by Netability in its sole discretion effective upon the payment terms stated first day of each renewal Term (defined herein). Netability will invoice, and Customer shall also reimburse Netability for, any such additional costs and expenses reasonably incurred by Netability in the Final Proposaldelivery of the IT Services. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall All payments will be net due thirty (30) days after from the invoice date commencing on the first calendar month following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require Netability’s address set forth herein or as otherwise directed by Netability. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in Netability’s possession within thirty (30) days from the invoice date. Disputed amounts, once resolved, shall be remitted by Customer within ten (10) days. (b) Customer shall be responsible for Products in advance of productionany applicable sales, in advance of shipment (e.g.use, C.I.A.)value added, or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities other taxes payable with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent respect to the payment location specified IT Services or Products provided pursuant to this Agreement, or arising out of or in Seller's invoice and otherwise be made in accordance connection with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerthis Agreement. (c) All sales, andproperty, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees excise and other costs federal, state and expenses it may incur in seeking local taxes (other than those taxes based upon Netability’s net income) will be added to collect such past the Fees paid by Customer. (d) Past due amount amounts will be subject to a services charge equal to the lesser of one and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% one-half percent (1½%) per month or, if less, or the highest interest rate permitted by law. Seller Without limiting any other remedy available to Netability, in the event any amount owed by Customer is more than sixty (60) days past due, Netability may pursue a collection action against Buyer suspend the IT Services at its sole discretion. Further, in any court of competent jurisdiction to collect the event any past due amountamount is placed by Netability with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by Netability. Customer agrees to a charge of not less than $40.00 or the highest rate allowed by law for any returned check. (e) Customer must notify Netability within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Netability and Customer will work together in good faith to resolve such dispute in a timely manner.

Payment Terms. Seller may Payment terms are Net 10 days from the invoice Buyer for Products upon shipmentdate. Retainage shall not apply and Customer/Applicant (hereinafter referred to as “Customer”) shall not hold back any amounts from ▇▇▇▇▇▇▇▇▇▇▇ Lumber, and Seller may invoice Buyer for Services upon performance; providedInc. (hereinafter referred to as “Seller”), however, that (i) even if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceretainage is contractually withheld from Customer by another party. Unless provided otherwise in the Final Proposal, all payments must be made Payment to Seller in the same currency as the relevant pricesis not contingent on Customer’s receipt of payment from a third party. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightSeller, in its sole discretion, to require may determine that the Customer’s financial condition requires adequate assurance of due performance from Customer, including but not limited to, requiring full or partial payment for Products in advance of productiondelivery of any materials or goods ordered by Customer (any such materials or goods collectively being referred to herein as, in advance of shipment (e.g., C.I.A.the “Goods”), or upon delivery (e.g., C.O.D.) and . In the event Customer fails to require make any payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have reserves the right to impose on Buyer a late charge on suspend any further deliveries or to cancel the past unfilled portion of any order without liability of Seller, and all unpaid accounts shall thereupon become due amount from the date due until paid and payable to Seller. Interest at the rate of 2% per month or, if less, the highest rate permitted by applicable law, shall accrue on all past due accounts. Waiver of one or more interest charges shall not be deemed to be a waiver of any other interest charges. In the event of non-payment, Customer shall be responsible for, and pay, Seller’s cost of collection, including but not limited to Seller’s reasonable attorney fees and court costs. Seller may pursue apply payments first to accrued interest on any outstanding invoices and then to principal amounts due and owing on any outstanding invoices unless Customer specifies a collection action against Buyer particular invoice to which such payment applies. All amounts and payments made in any court of competent jurisdiction to collect any past due amountconnection with the transactions contemplated herein shall be in United States Dollars.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer 5.3.1 Payment shall be made in accordance with US Dollars, unless otherwise agreed by Subcontractor and Alcatel-Lucent. 5.3.2 Unless otherwise required by the wire transfer instructions set forth in Seller's law, Alcatel-Lucent shall make payment of a correct and undisputed invoice ***** from the date of the invoice. Payments In the event that the payment period defined herein exceeds the maximum period permitted by check law, the payment period shall be the maximum payment period permitted by law. In order to be valid, invoices must clearly reference the Purchase Order number (and in the case of a Service Order, such additional reference as the Parties designate in the applicable Project Agreement or SOW) and must (i) contain the correct legal entity identified on the Purchase Order, (ii) reflect the currency as stated in the pricing on the Purchase Order submitted, (iii) be sent to the correct Alcatel-Lucent address for payment location specified in Seller's invoice and otherwise be made in accordance with (iv) not exceed the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge stated on the past due amount from the date due until paid at the rate of 2% per month Purchase Order or, if lessapplicable, the highest rate permitted Service Order. Failure to comply with these requirements will result in the rejection of the invoice by lawAlcatel-Lucent and payment will not be made. Seller may pursue Any delay in payment or failure to pay as a collection action against Buyer in result of non-compliance with this section will not subject Alcatel-Lucent to any court applicable late payment charges or other penalties. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 5.3.3 Invoices must be issued subsequent to the date of competent jurisdiction to collect any past due amountperformance of the Services and the date of signature of the relevant certificate by the Alcatel-Lucent Project Representative.

Payment Terms. Seller (a) Unless otherwise specified in Exhibit A, Provider (or its applicable Affiliate in accordance with this Section 3.3) shall invoice Recipient for the Service Fee for each of the Services provided, plus the Cost-Plus Charge, and, if applicable, any Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs incurred and required to be paid hereunder on a monthly basis in arrears by the 20th day of the month (or where the 20th day of the month is not a Business Day, by the last Business Day preceding the 20th of the month) following the month in which the applicable Services were provided or the applicable Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs were incurred (provided that to the extent any such costs are incurred in a month and not reflected in such initial invoice applicable to such month, such costs may be reflected in a subsequent invoice Buyer for Products upon shipmentissued with respect to the next three (3) calendar months following the date of such initial invoice or, and Seller may invoice Buyer for Services upon performancewith Recipient’s consent (not to be unreasonably withheld, conditioned, or delayed), in a subsequent invoice; provided, howeverfurther, that in no event shall Recipient be required to pay any such costs invoiced more than eighteen (18) months after such costs were incurred or twelve (12) months following the expiration of the Term). Recipient shall pay Provider (or such applicable Affiliate) all amounts due (other than amounts permitted to be withheld in accordance with this Section 3.3(a)) on or prior to the last day of the calendar month following the month in which Recipient receives the applicable invoice. All such invoices shall be in substantially the form set forth in the Operating Manual or such form as otherwise agreed between the Parties, and shall be delivered to Recipient (or its applicable Affiliate) at the address designated by Recipient (or its applicable Affiliate) by written notice to Provider. Any correspondence or payments concerning such invoices shall be made to Provider (or its applicable Affiliate) at the address designated by Provider (or its applicable Affiliate) by written notice to Recipient. Any Dispute regarding invoiced amounts shall be resolved in accordance with Article VIII; provided that Recipient (x) may withhold payment on any invoice to the extent it is disputing in good faith, pending resolution of such Dispute, an amount in such invoice that (i) represents more than [***] of the amount set forth on the applicable invoice, or (ii) represents [***] or less of the amount set forth on the applicable invoice if Buyer requests a delay the cumulative aggregate outstanding amount of such disputed amounts referred to in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentthis sub Section (ii) exceeds [***]), and (y) shall pay the full invoiced amount pending resolution of its Dispute of an invoiced amount that is less than the amount required in sub Section (x). Notwithstanding anything to the contrary in this Agreement, Provider may at any time withdraw an invoice for which Recipient is or has been withholding payment in accordance with sub Section (x) and submit a replacement invoice to ensure Recipient’s payment of all undisputed amounts without undue delay. There shall be no right of set-off or counterclaim with respect to any claim, debt or obligation against payments to Provider or any Provider Affiliate under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, in addition to anything required by applicable Laws: (i) with respect to all Services provided by U.S. Provider or a U.S. Affiliate of U.S. Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, U.S. Provider shall issue all invoices to U.S. Recipient in USD and U.S. Recipient shall make all such invoiced payments to U.S. Provider in USD; (ii) if Buyer requests with respect to all Services provided by U.S. Provider or a delay U.S. Affiliate of Provider to Recipient (or Recipient on behalf of a Non-U.S. Affiliate of Recipient), U.S. Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to U.S. Provider; (iii) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, Provider shall issue all invoices to U.S. Recipient and U.S. Recipient shall make all such invoiced payments to Provider; and (iv) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to Recipient (or Recipient on behalf of Recipient or a Non-U.S. Affiliate of Recipient), Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to Provider; provided, that, notwithstanding sub Sections (i) through (iv) above, any Affiliate of Provider that is providing any (or part of any) Services in performance of accordance with an LCA under Section 10.17 shall issue all invoices for, and shall receive all payments with respect to, such Services, Seller may invoice Buyer for or and such Services prior to performance. Unless issued invoices shall be provided otherwise in the Final Proposalto, and all such invoiced payments must shall be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalby, the applicable Affiliate of Recipient that is party to such LCA; provided, further, that all invoicing and payment terms for Products and Services shall be the payment terms stated obligations set forth in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty sub Sections (30i) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment through (e.g., C.I.A.), or upon delivery (e.g., C.O.D.iv) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer above shall be made in accordance with Section 3.3(a) as if the wire transfer instructions set forth applicable Affiliates of Provider and Recipient, respectively, that are referenced in Seller's invoice. Payments by check this Section 3.3(b) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires. (c) Unless expressly stated otherwise in this Agreement or an LCA, all invoices and payments under this Agreement shall be sent to in pounds sterling. For the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance purposes of payment by credit card is at the sole discretion of Sellerconverting any amounts into pounds sterling, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products such amounts shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount converted from the date due until paid at functional currency used in the LCA to pounds sterling using the GSK Group consolidation system (BISON) cumulative average exchange rate of 2% per for any payments invoiced by Provider, and the Haleon Group consolidation system cumulative average exchange rate (or such other external exchange rate as used by the Haleon Group) for any payments invoiced by Recipient. The Parties shall apply such exchange rate in the month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountwhere such cost was incurred.

Payment Terms. Seller may invoice Buyer Each Dealer will pay Agent for Products the benefit of Lenders, the principal amount of the Obligations owed by such Dealer on each item of Collateral financed by Lenders upon shipmentthe occurrence of any of the following events, subject to the Program Terms Letter: (a) when such Collateral is lost, stolen or materially damaged and Seller may invoice Buyer such loss or damage is the subject of an insurance claim payable to Agent as loss payee for Services upon performance; providedthe benefit of Lenders, however, that (i) if Buyer requests a delay in shipment portion of Productsthe principal amount of the Obligations with respect to such Collateral equal to such principal amount, Seller may invoice Buyer for minus the insurance claim amount (net of any applicable deductible) immediately after such Products prior to shipmentloss or damage or after the determination of the claim amount or the deductible amount, as applicable, and (ii) if Buyer requests a delay in performance the remaining principal amount of Servicesthe Obligations with respect to such Collateral immediately upon the earlier of (A) receipt of any proceeds of such insurance (including, Seller may invoice Buyer for without limitation, receipt of any proceeds made payable to such Dealer and Agent jointly) or rejection or denial of such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products claim and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net (B) thirty (30) days (or such later date as Agent may agree in writing) after date such loss or damage; (b) when such Collateral is lost, stolen or materially damaged and such loss or damage is not the subject of invoicean insurance claim payable to Agent as loss payee for the benefit of Lenders, immediately after such loss or damage; (c) when Collateral is sold, transferred, rented, leased, consigned (unless Dealer has complied with Agent’s documentation requirements and Agent has consented in writing to such consignment arrangement), otherwise disposed of, or its payment term has matured, immediately upon the earlier of (i) Dealer’s receipt of the proceeds thereof, and (ii) seven (7) calendar days after such occurrence; and (d) when otherwise required under the terms of this Agreement. Whether In addition, each Dealer will pay Agent the required principal amount of the Obligations owed Lenders on each item of Collateral financed by Lenders in strict accordance with any curtailment schedule or other curtailment or repayment provisions for such Collateral as described in the Program Terms Letter. The initial payment terms, curtailment terms and advance rates with respect to Dealers’ financing program hereunder are set forth in the Program Terms Letter. Subsequent financing program terms, or changes to Dealers’ then current financing program terms, may be set forth in an amended Program Terms Letter executed by the parties thereto. If a Dealer is required to make immediate payment to Agent of any past due obligation discovered during any Collateral review, or at any other time, Agent’s acceptance of such payment shall not payment be construed to have waived or amended the terms are stated in of its financing program. Each Dealer will send all payments to Agent as directed. Agent may apply: (1) payments to reduce finance charges first and then principal, regardless of a final ProposalDealer’s instructions; and (2) principal payments to the oldest (earliest) invoice for Collateral financed by Lenders, Seller reserves the rightbut, in its any event, all principal payments, may, in Agent’s sole discretion, first be applied to require such Collateral which is sold, lost, stolen, damaged, rented, leased, or otherwise disposed of or unaccounted for. Any Vendor Credit granted to any Dealer for any Collateral will not reduce the Obligations Dealers owe Lenders until Agent has received payment for Products therefor in advance cash. Each Dealer will: (A) pay Agent even if any Collateral is defective or fails to conform to any warranties extended by any third party; and (B) indemnify and hold Agent and each Lender harmless against all claims and defenses asserted by any buyer of productionany Collateral. Each payment under the Loan Documents shall be paid in U.S. dollars and without setoff, recoupment, counterclaim or deduction of any kind. Each Dealer waives all rights of setoff such Dealer may have against Agent or any Lender. Any payment hereunder which would otherwise be due on a day which is not a Business Day, shall be due on the next succeeding Business Day, with such extension of time included in any calculation of applicable finance charges. In addition to the other provisions of this Agreement, in advance order to adequately secure Dealers’ Third Amended and Restated Inventory Financing Agreement 15 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Obligations to Agent and Lenders, Dealers shall, at Agent’s request, immediately pay Agent the amount necessary to reduce the sum of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and outstanding advances hereunder to require payment for Services in advance of performance, if and whenever an amount which does not exceed the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall amount available to be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent borrowed pursuant to the payment location specified in Seller's invoice and otherwise be made in accordance with provisions of the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountProgram Terms Letter.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Unless otherwise specified in the Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of ProductsLetter, Seller may Parent, or Seller Parent’s local Affiliate (if so designated by Seller Parent), shall invoice Buyer Purchaser or Purchaser’s applicable local Affiliate (if so agreed by Seller Parent) for such Products prior to shipmentthe Service Fee for each of the Services performed, and, if applicable, any Out-of-Pocket Costs and (ii) if Buyer requests a delay all other amounts due or incurred, hereunder in performance each of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant pricescountries on a monthly basis at the end of each month during which any Service has been provided. If payment terms are stated in a Final ProposalPurchaser shall pay Seller Parent (through their respective local Affiliates if so designated by Seller Parent) all amounts as may be due hereunder, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net within thirty (30) days after from the date of invoiceinvoice (at Seller Parent’s option in local currency). Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer All such invoices shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent delivered to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is Purchaser at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇ ▇▇▇▇▇ is not paid when due▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Controller (or such addressee as Purchaser shall later designate by written notice to Seller Parent) or to Purchaser’s local Affiliate (if so designated by Seller Parent), with copies to Purchaser. Any correspondence or payments concerning such invoices shall be entitled made to recover Seller Parent at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Director, Finance Portfolio Management & Optimization (or such addressee as Seller Parent shall later designate by written notice to Purchaser) or to Seller Parent’s local Affiliate (if so designated by Seller Parent), with copies to Seller Parent. For clarity, (i) the Parties may make any payments due under this Agreement, the Reverse Transition Services Agreement, an Interim Business Agreement, the Net Economic Benefit Agreement and the Canada Distribution Services Agreement in accordance with any global payment settlement mechanism that the Parties may agree to in writing from Buyer all attorneys fees time to time and other costs and expenses it may incur (ii) in seeking no event shall Purchaser or Purchaser’s applicable local Affiliate be required to collect such past due amount and shall have pay the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month Service Fee or, if lessapplicable, any Out-of-Pocket Costs for a Service to the extent that such Service Fee has already been allocated to Purchaser or Purchaser’s applicable local Affiliate under this Agreement, an Interim Business Agreement, the highest rate permitted by lawNet Economic Benefit Agreement or the Canada Distribution Services Agreement for such Service. Seller may pursue a collection action against Buyer in Such global payment settlement mechanism shall take into account the Working Capital Prepayment and any court of competent jurisdiction to collect any past due amountMonthly Working Capital Prepayments.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final ProposalProposal or negotiated supply agreement, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final ProposalProposal or negotiated supply agreement, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance Seller shall not subsequently change banking information without proper notification to Buyer on Seller’s company letterhead provided by mail courier. Any authorized notification of payment such change in banking information will be made well in advance of the effective date and will not be effective if communicated to Buyer solely by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be chargedemail. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ Buyer is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.

Payment Terms. Seller may invoice Buyer Payments for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must each Trial Subject will be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products quarterly and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentbased on CRF data entered by Institution and/orPrincipal Investigator supporting enrolled Trial Subject visitation. Payments by wire transfer shall will be made for completed visits and treatment related costs in accordance with Attachment B (Financial Arrangements Worksheet), unless otherwise noted in the wire transfer instructions Agreement. All payments hereunder are contingent upon completion to Sponsor’s satisfaction of all then outstanding CRFs and such other documentation as Sponsor may reasonably request and the resolution of all data queries. Unless otherwise agreed in writing, no payment shall be required with respect to any Trial Subject enrolled beyond any limits for Trial Subject enrollment set forth in Seller's invoiceAttachment B (Financial Arrangements Worksheet) or the Protocol or otherwise designated by Sponsor. Payments In addition, except as may otherwise be provided in Attachment B (Financial Arrangements Worksheet) or agreed in writing by check Sponsor, no payments shall be sent required with respect to any Trial Subject who: (a) is not qualified to participate in the payment location specified Trial based on the inclusion and exclusion criteria contained in Seller's invoice and otherwise the Protocol, or (b) is not eligible to be made included in accordance all statistical analyses of efficacy for the Trial due to failure on the part of the Institution or the Principal Investigator to comply with the Protocol. The Institution acknowledges that Sponsor may refuse to make payment instructions set forth in Seller's invoice. Acceptance case of payment by credit card is at the sole discretion a breach of Sellerthis Agreement, and, if Buyer pays by credit cardincluding but not limited to, a convenience fee Protocol violation or an incomplete CRF. For each payment, including any Screen Failures (as defined below) that may be charged. Each shipment payable under the terms of Products shall this Agreement, Payee will be considered a separate and independent transaction paid the total amount earned, less 10%, for which Buyer must make the final payment. If any amount payable to Seller by Monitoring will occur approximately every four (4) months based on site enrollment and completion of data entry. ▇▇▇▇▇ is must submit any final invoices to INC Researchwithin thirty (30) calendar days after the site close-out visit. Any invoices received thereafter may not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall paid. Payee will have the right to impose on Buyer a late charge on the past due amount from sixty(60) calendar days after the date due until paid at of the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in site close-out visit to dispute any court of competent jurisdiction to collect any past due amountpayment discrepancies or PRÍLOHA A PLATOBNÉ PODMIENKY A-1.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) Upon submitting a signed and completed Membership Agreement, and Seller may invoice Buyer Agreement Deposit, you will deliver to us the monthly fee contained in your Membership Agreement (the “Member Fee”) for Services upon performance; providedthe first month without demand, howeverprorated as of the number of days remaining in such month. Afterward, that (i) if Buyer requests a delay you will pay the Member Fee monthly, in shipment advance, on the first day of Productsthe month. Should the Member not fulfill their obligations per this Agreement, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay including paying the first monthly fee within seven business days of the first Pay Date listed in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalthis Agreement, the payment terms for Products and Services Agreement Deposit shall be forfeited. (b) You agree to pay the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposalmonthly fee via an Automated Clearing House (ACH) debit transaction, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.)other preauthorized electronic fund transfer, or upon delivery (e.g., C.O.D.) and to require payment major credit card. You are responsible for Services in advance paying any fees of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance your financial institution associated with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make pre- authorized payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have . (c) CTRL Collective reserves the right to impose on Buyer terminate the Membership Agreement and cease all Services in the event of a late charge payment, including any payment which is late due to insufficient funds. In the event that CTRL Collective does not exercise this right, you shall pay a late fee of 10% on all overdue balances and the past Agreement Deposit shall be forfeited. CTRL Collective’s waiver of its termination right for any late payment shall not be deemed a waiver of such right as to any future late payment. CTRL Collective reserves the right to withhold the Services, including barring your entry to the Premises while there are any outstanding fees and/or interest. You agree to waive any and all rights of set off as to the Member Fee. (d) Upon your breach of this Membership Agreement, in addition to any other rights which CTRL Collective may have, any discounts which you have been granted will automatically terminate, and all monthly fees for the duration of the original Agreement shall be due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue to CTRL Collective. (e) The Agreement Deposit is not a collection action against Buyer in Member Fee and shall not be applied to monthly Membership Fees for any court of competent jurisdiction to collect any past due amountmonthly fees associated with this Agreement.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that The Distributor shall (i) if Buyer requests a delay in pay for the Products purchased hereunder by cash within forty five (45) days of the later of the date of shipment of Products, Seller may or the invoice Buyer date for such Products prior to shipment, and (ii) if Buyer requests a delay in performance pay the applicable Royalty for sale of Servicesthe Product to Customers by cash within 45 days following each month occuring during the Term of this Agreement. Interest at the lesser of the per annum rate of eighteen percent (18%) or the highest interest rate permitted under applicable law shall accrue, Seller may invoice Buyer for or and Distributor shall pay to LifeCell such Services prior interest on any amounts owed to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms LifeCell for Products purchased and Services shall be the payment terms stated in the Final Proposal. If payment terms are Royalties, which amounts have not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty been paid to LifeCell within forty five (3045) days after of the later of the date of invoiceshipment or the invoice date for such Products. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightLifeCell, in its sole discretion, may terminate this Agreement upon 30 days prior written notice of termination (the “Notice Period”) to require Distributor if any invoice (including invoices for interest accrued and payable under the terms hereof) from LifeCell to Distributor remains unpaid for more than 45 days from the later of the date of such invoice or the date of the related shipment and Distributor has not paid such invoice, together with accrued unpaid interest thereon as provided herein, upon expiration of the Notice Period. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that LifeCell provides written notice of non-payment for to Distributor pursuant to this Section 4.4 more than once in any Sales Year, LifeCell may immediately, without the requirement of a Notice Period, either (i) change Distributor’s status as exclusive distributor of Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and the Sales Territory to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment non-exclusive distributor of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountor (ii) terminate this Agreement.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) All accrued and unpaid fees, expenses, default interest, costs and Seller may invoice Buyer for Services upon performance; provided, however, that any other amounts due from the Customer shall be due and payable (i) on the date set forth herein or, if Buyer requests a delay in shipment of Productsno date is set forth herein, Seller may invoice Buyer for such Products prior to shipmentupon demand by WFBC, and (ii) if Buyer requests on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a delay day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise case be included in the Final Proposalcomputation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07. (e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to LIBOR, which interest rate shall change whenever LIBOR changes, plus eight and three tenths of one percent (8.30%) per annum calculated daily. (f) The Customer will make all payments must required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to Seller in the same currency as the relevant prices. If payment terms are stated in a Final ProposalWFBC hereunder, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposalincluding all fees, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposalinterest, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking expenses; (ii) such records shall, absent manifest error, be conclusive evidence thereof and (iii) the failure of WFBC to collect maintain any such past due amount records shall not limit or otherwise affect the obligations of the Customer or the rights and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate remedies of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in WFBC hereunder or under any court of competent jurisdiction to collect any past due amountRelated Document.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) Borrower shall have the right, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentthe Maturity Date, to prepay the unpaid principal balance of the Note, subject to and (ii) if Buyer requests a delay upon the terms and conditions governing the prepayment of indebtedness to be set forth in performance of Servicesdefinitive loan documents, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposalincluding, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalwithout limitation, the payment terms for Products of breakage fees and Services yield maintenance costs. (b) Any prepayment, whether voluntary or involuntary, shall be applied first to any accrued and unpaid interest under the payment terms stated Note up to the date of such prepayment, and then to any other sums which may be payable to Lender under the Loan Documents up to the date of such prepayment, and then to the outstanding principal balance of the Note, any such prepayment applied to principal shall be applied to the principal portions of installments due under the Note in the Final Proposal. If payment terms are not stated inverse order of their maturity, and the acceptance of any such prepayment when there is an event of default in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or existence under any of its affiliated entities the Loan Documents shall not constitute a waiver, release or accord and satisfaction thereof or of any rights with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller respect thereto by ▇▇▇▇▇ is ▇▇. (c) The Note shall provide for a late payment charge of four (4%) percent of any principal, interest or other amount not paid when due, Seller and a rate of interest after the occurrence of an event of default under the Loan Documents ("Default Rate") of five (5%) percent in excess of the interest rate then payable under the Note pursuant to paragraph 2 above. (d) ▇▇▇▇▇▇▇▇ shall be entitled to recover from Buyer reimburse Lender for any and all attorneys fees and other fees, costs and expenses it Lender may incur in seeking connection with making, disbursing, administering and enforcing the Loan contemplated hereby. Without limitation of any provisions set forth herein or in the Loan Documents, Borrower shall indemnify, defend and save and hold harmless Lender of, from and against any and all loss, cost, expense, damage and liability which Lender or ▇▇▇▇▇▇'s affiliates may suffer, sustain or incur by reason of, or arising out of Borrower's breach, violation or default under, or other failure to collect such past due amount timely and shall have fully pay and perform its obligations under the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountLoan.

Payment Terms. Seller may invoice Buyer (a) The Work Order shall state that payment for Products upon shipment, SI Services under this Agreement is on a "time and Seller may invoice Buyer materials" basis. (b) Client will be invoiced on a monthly basis for Services upon performance; provided, however, that SI's services provided pursuant to this Agreement on a time and materials basis. SI's services will be billed according to its Standard Rate Card (ia copy of which is annexed hereto and labeled as Exhibit D) if Buyer requests a delay less any applicable discount. SI shall not change its rate during the Term (as defined below) and agrees to provide Client with written notice of any hourly rate increases at least 90 days before any Additional Term (as defined below). SI will also bill ▇▇▇ent for reasonable out-of-pocket costs and expenses incurred in shipment the course of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in SI's performance of Servicesits obligations hereunder, Seller may invoice Buyer including but not limited to, travel, non-SI software and related office expenses, at cost. (c) Client agrees to pay SI's monthly invoices for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency charges as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net set forth therein within thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposalthe invoice date, Seller reserves provided that SI shall have the right, in at its sole discretiondiscretion from time to time, to require receive payment for Products in advance of production, in advance up to thirty-five percent (35%) of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions total amounts set forth in Seller's invoiceall invoices hereunder on a cumulative basis (the "Total Invoice Amount"), by delivery of shares of the common stock, par value $.001 per share (the "Common Stock"), of Client equal to the applicable portion of the then-current invoice to be received by SI as Common Stock as provided above in this paragraph (c) (the " Stock Amount") divided by the Stock Price then in effect. Payments by check For purposes of this Agreement, the Stock Price shall be sent $10.00 per share as adjusted pursuant to Section 3(d) hereof. Client need not issue fractional shares of Common Stock to SI in payment of the Stock Amount, but at its option, Client may pay the remaining Stock Amount attributable to such fractional share in cash or the amount shall be carried forward and added to the next subsequent invoice. (d) The initial Stock Price of $10.00 per share shall be equitably adjusted, as agreed by Client and SI if Client shall (i) issue any Common Stock as a dividend or distribution on its outstanding Common Stock; (ii) issue to all holders of Common Stock rights, options or warrants to purchase Common Stock at less than current market price; or (iii) subdivide, combine or reclassify its existing Common Stock. (e) In addition to payment location specified of the monthly invoices as described in Seller's invoice Sections 3(b) and otherwise be made in accordance with 3(c), Client shall pay to SI, at the payment instructions set forth in Seller's invoice. earlier either of the date that Client launches the Site or the 60th day after Acceptance of payment by credit card is at the sole discretion final Deliverable under to this Agreement and Work Orders hereto (the "Bonus Payment Date"), an amount equal to 35% of Sellerthe Total Invoice Amount (the "Bonus Amount"), and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products which shall be considered a separate paid by delivery of such number of shares of Common Stock as is equal to the Bonus Amount divided by Stock Price then in effect. (f) No later than the 30th day following the applicable monthly invoice date or the Bonus Payment Date, as applicable, Client shall deliver to SI fully-executed certificates for the applicable number of shares of Common Stock to be issued to SI on such date; provided, that from and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when dueafter each such 30th day or the Bonus Payment Date, Seller SI shall be entitled deemed the owner of such shares of Common Stock with all the rights and privileges attributable to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have shares whether or not the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.certificates

Payment Terms. Seller may invoice Buyer for Products Unless determined and stated otherwise "in the terms agreed upon shipmentby mutual consent of the Parties, all Commissions and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, Charges and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceother fees and charges shall be regarded as being due and payable immediately. Unless provided specified otherwise in these Terms and Conditions, any sums due to us pursuant to these Terms and Conditions may be deducted by us from the Final Proposalproceeds of any transaction or debited from your Account(s) with us. In the event of late payment by you, overdue amounts shall bear interest at a rate that we shall reasonably determine. Unless specified otherwise in these Terms and Conditions, all payments must be made amounts due to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposalus (or to any Agents used by us) under these Terms and Conditions shall, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its at our sole discretion, to require payment : (a) be deducted from any funds held by us for Products in advance of production, in advance of shipment you; or (e.g., C.I.A.), or upon delivery (e.g., C.O.D.b) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments be paid by wire transfer shall be made you in accordance with the wire transfer instructions set forth provisions of the relevant difference account, Settlement/Trade Confirmation or other advice. CURRENCY CONVERSION If we receive or recover any amount in Seller's invoicerespect of any of your obligations in a currency other than that in which such amount is payable, whether pursuant to a judgment of any court or otherwise, you will indemnify us and hold us harmless from and against any cost (including costs of conversion) and loss suffered by us as a result of receiving such amount in a currency other than the currency in which it is due. Payments by check We shall be sent entitled, but shall not in any circumstances be obliged, to convert: any realised gains, losses, option premiums, commissions, interest charges and brokerage fees which arise in a currency other than your Base Currency (i.e. the payment location specified currency in Seller's invoice which your Account with us is denominated) to your Base Currency; any cash currency deposit to another cash currency deposit for the purpose of purchasing an asset de- nominated in a currency other than your Base Currency; any monies held by us for you into such other currency as we consider necessary or desirable to cover your obligations and otherwise be made liabilities in accordance with the payment instructions set forth in Seller's invoicethat currency. Acceptance Whenever we conduct such a currency conversion, we will do so at such reasonable rate of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be chargedexchange as we select. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller We shall be entitled to recover from Buyer all attorneys fees add a mark-up to the exchange rates. The prevailing mark-up will be defined in the Spreads and other costs Conditions Schedule on our Online Trading Facility. MORATORY INTEREST Any amount due and expenses it may incur in seeking to collect payable under these Terms and Conditions, which is not paid on the due date, shall be treated as an unpaid such past due amount and bear interest, at the average rate at which overnight deposits in the currency of such payment are offered by major banks in the London interbank market as of 11.00 am (London time) (or, if no such rate is available, at such reasonable rate as we may select) plus one three per cent (3%) per annum for each day for which such amount remains unpaid. PRICING OF OTC TRANSACTIONS In respect of any Transactions to be effected OTC, we shall be entitled to provide Price Quotes at which we will be allowed to trade. Save where we exercise any rights we may have under these Terms and Conditions to close a Transaction and/or Contract, it is your sole responsibility to decide whether or not you wish to enter into such a Transaction and/or Contract at such prices. ABUSIVE TRADING STRATEGIES & PROHIBITED TRADING TECHNIQUES practice of gaming and/or use of abusive trading practices on our Online Trading Facility. Transactions that rely on price latency opportunities may be revoked, without prior notice. We reserve the right to impose on Buyer a late charge make the necessary corrections or adjustments on the past due amount Account involved, without prior notice. Accounts that rely on gaming and/or abusive strategies may, at our sole discretion, be subject to intervention by us and our approval of any Orders. Any dispute arising from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted such quoting or execution errors will be resolved by law. Seller may pursue a collection action against Buyer our management in any court of competent jurisdiction to collect any past due amountits sole and absolute discretion.

Payment Terms. Seller may invoice Buyer for Products a. Unless otherwise stated on the front of this form, the terms of the sale are balance due upon shipment. Seller reserves the right to require alternative payment terms, and Seller may invoice Buyer for Services upon performance; providedincluding, howeverwithout limitation, that (i) if Buyer requests a delay sight draft, letter of credit or payment in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceadvance. Unless provided otherwise in the Final Proposal, all All payments must shall be made to Seller at its principal office in San Francisco, California, or such other office as designated on the face hereof. Interest accrues on overdue invoices at the rate of 1.5% per month, but not more than the amount allowed by law, on the unpaid balance from the original due date of the invoice. Payment shall not be withheld for delay in installation if at Buyer’s request, nor for delay in delivery or required documentation unless a separate price is stated therefore, and only to the extent of the prices stated. b. All orders are subject to, and the obligation of Seller to make deliveries is subject to, the right of the Seller as provided in paragraph 11, to require of the Buyer payment of all or any part of the purchase price in advance of delivery or to make shipment C.O.D. If the Buyer fails to make advance payment when requested by Seller, or if the Buyer becomes delinquent in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty of any sum due Seller (30) days after date of invoice. Whether whether or not payment terms are stated in a final Proposalarising out of this order) or refuses to accept C.O.D. shipment, then Seller reserves shall have the right, in its sole discretionaddition to any other remedy to which it may be entitled in law or equity, to require cancel the sales order, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts for goods previously delivered to the Buyer. Partial shipments made under any order shall be treated as a separate transaction and payment for Products in advance of productionthereof shall be made accordingly. However, in advance the event of shipment (e.g.any default by Buyer, C.I.A.)Seller may decline to make further shipments without in any way affecting its rights under such order. c. Seller reserves a purchase money security interest in the Products sold hereunder and the proceeds thereof, or upon delivery (e.g., C.O.D.) and to require payment for Services in advance the amount of performance, if and whenever the account purchase price. In the event of default by Buyer or on any of its affiliated entities with obligations to Seller. Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall will have the right to impose on repossess the goods sold hereunder without liability to Buyer. In such event, Buyer agrees to make the Products available to Seller so that Seller can repossess them without a late charge on breach of the past due amount from peace. This security interest will be satisfied by payment in full. A copy of the date due until paid invoice may be filed with appropriate authorities at the rate of 2% per month or, if less, the highest rate permitted by lawany time as a financing statement and/or chattel mortgage to perfect Seller’s security interest. Buyer shall cooperate fully with Seller to execute such other documents and to accomplish such filings and/or recordings thereof as Seller may pursue a collection action against Buyer deem necessary for the protection of Seller’s interests in any court of competent jurisdiction to collect any past due amountthe Products furnished hereunder.

Payment Terms. Seller may invoice Buyer for Products upon shipmenta. Absent any provision to the contrary, and Seller may invoice Buyer for Services upon performanceDistrict shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to Vendor hereunder if any one or more of the following conditions precedent exist: (1) Vendor is in breach or default under this Agreement; (2) Any part of such payment is attributable to Work which is not performed in accordance with this Agreement; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must payment shall be made as to Seller the part thereof attributable to Work which is performed in accordance with this Agreement; (3) Vendor has failed to make payments promptly to its sub-vendors or sub-contractors or other third parties used in connection with the same currency as the relevant prices. Work for which District has made payment to Vendor; or (4) If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightDistrict, in its good faith judgment, determines that the portion of the compensation then remaining unpaid will not be sufficient to complete the Work in accordance with this Agreement, no additional payments will be due to Vendor hereunder unless and until Vendor, at its sole discretioncost, performs a sufficient portion of the Work so that such portion of the compensation then remaining unpaid is determined by District to require be sufficient to so complete the Work. b. No partial payment for Products in advance made hereunder shall be construed to be final acceptance or approval of production, in advance that part of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and the Work to require which such partial payment for Services in advance relates nor shall it relieve Vendor of performance, if and whenever the account of Buyer or any of its affiliated obligations hereunder with respect thereto. c. Vendor shall promptly pay all bills for labor and/or material performed and furnished by others in connection with the performance of the Work. d. Vendor shall maintain on a current basis complete books and records relating to this Agreement. Such records shall include, but not be limited to, documents supporting all bids, income and expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Agreement. In addition, Vendor shall maintain detailed payroll record including all subsistence, travel and field expenses, canceled checks and receipts and invoices for all items. These documents and records shall be retained for at least ten (10) years from the completion of this Agreement. Vendor will permit District to audit all books, accounts or record relating to this Agreement or all books, accounts or record of any business entities with Seller or controlled by Vendor that participated in this Agreement in any of its affiliated entities is not current or Seller feels insecure concerning its way. Any audit may be conducted on Vendor's premises or, at District's option; another location. Vendor shall provide all books and records within fifteen (15) days upon receipt of paymentwritten notice from District. Payments Vendor shall refund any monies erroneously paid to the Vendor or charged to the District. If District ascertains that it has been billed erroneously by wire transfer Vendor for an amount equaling 5% or more of the Agreement amount, Vendor shall be liable for the costs of the audit in addition to any other penalty to be imposed. e. The acceptance of Final Payment shall constitute a waiver of all claims by the Vendor except those previously made in accordance with writing and identified by the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is Vendor as unsettled at the sole discretion time of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction the Final Request for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and . f. District shall have the right to impose on Buyer verify the details set forth in Vendor's ▇▇▇▇▇▇▇▇, certificates, and statements, either before or after payment therefor, by (1) inspecting the books and records of Vendor at mutually convenient times; (2) examining any reports with respect to this Project; (3) interviewing Vendor's business employees; (4) visiting any place where performance of all or a late charge on portion of the past due amount from work occurs; and (5) other reasonable action. g. In the event a federal grant or other federal financing participates in the funding of this agreement , the Vendor shall permit access to and grant any federal representatives the right to examine his books covering his work under this Agreement. The Vendor shall comply with federal requirements as they relate to this work . h. For purposes of Texas Government Code §§ 2251.021(a)(1) and 2251.021(a)(2), the date due the performance of service is completed, and the date goods are received, is the date when the District's representative approves the invoice. i. District shall not prepay for any Work until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountit is completed.

Payment Terms. Seller In consideration for Services, Customer shall pay COMPANY fees, costs, rates and charges as provided in the applicable Order Form (the “Fees”). In the event that Fees are not specified in an Order Form, Customer shall pay Fees for relevant HAProxy Edge CDN Service at COMPANY’s then-current rates. Upon performing of HAProxy Edge CDN Service or at milestones as set forth in an applicable Order Form, COMPANY shall invoice Customer for the Fees then due. Fees may invoice Buyer for Products upon shipmentconsist of non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as specified in an Order Form. Any installation or setup fee shall be due and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products payable prior to shipment, and (ii) if Buyer requests a delay the Commencement Date. Any recurring charges shall be invoiced in performance of Services, Seller advance for each applicable period. Fees for partial months may invoice Buyer for be pro-rated. Any deposit or such Services other pre-payment shall be paid prior to performancethe Commencement Date and applied as a credit to the final recurring charges of the respective Order Form. Unless provided otherwise set forth on a particular Order Form, Fees for HAProxy Edge CDN Service shall remain in effect for one (1) year from the Final ProposalCommencement Date of each specific Order Form. Thereafter, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services such Fees shall be the payment terms stated subject to change upon sixty (60) days prior written notice to Customer. Except as otherwise set forth in the Final Proposal. If payment terms are not stated in a Final Proposalan Order Form, the payment terms for Products and Services invoices shall be net due and payable thirty (30) days after following submission of such invoice by COMPANY. In the event of termination of this Agreement or any applicable Order Form, Customer is obligated to pay COMPANY for any HAProxy Edge CDN Service or expenses incurred prior to the effective date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.)such termination, or upon delivery (e.g., C.O.D.) and for any HAProxy Edge CDN Service pursuant to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentnon-terminated Order Form. Payments by wire transfer shall be made in accordance with the wire transfer instructions Except as otherwise set forth in Seller's any applicable Order Form, Customer shall be responsible for any sales, service, value- added, use, excise, consumption and any other taxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the HAProxy Edge CDN Service and/or Customer Works and web sites. Unless otherwise agreed by the parties in writing, Fees set forth on any Order Form shall be exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of COMPANY. If a withholding tax applies to any fees for HAProxy Edge CDN Service pursuant to this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide COMPANY with an official receipt for such taxes withheld and agrees to notify COMPANY prior to payment, in writing that such withholding tax is required to be paid and Customer shall pay COMPANY any additional amounts to ensure that COMPANY receives the full amount of its invoice. Payments by check If COMPANY has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be sent charged to and paid by Customer in addition to the payment location specified amounts on such invoice, unless Customer provides COMPANY with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by COMPANY in Seller's performance of the Services shall not be construed to be fixtures, and Customer is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi- governmental or tax authorities by the date such payments are due. All Fees paid to COMPANY for HAProxy Edge CDN Service shall be non-refundable. Credits shall only be available to Customer, if ever, in COMPANY’s sole and exclusive discretion, and provided Customer does not owe COMPANY any outstanding Fees and is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for HAProxy Edge CDN Service and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Order Form and/or this Agreement. If Customer wishes to dispute any COMPANY invoice and otherwise (a “Disputed Invoice”), Customer must submit a good faith claim, in writing, regarding the Disputed Invoice with documentation as may reasonably be made in accordance with required to support the payment instructions set forth in Seller's claim within sixty (60) days of COMPANY’s submission of the invoice. Acceptance If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such invoice. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay COMPANY any costs of collection (including reasonable attorney’s fees). Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to offset, defense or counterclaim. A breach of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products obligations shall be considered a separate and independent transaction for which Buyer must make paymentmaterial breach of the Agreement. COMPANY is permitted to suspend Services and/or delivery and/or use thereof until default is cured by payment in full. If any amount payable to Seller by ▇▇▇▇▇ default is not paid when duecured following invoice, Seller shall COMPANY may terminate the Agreement and/or any applicable Order Form by written notice to Customer. Upon termination, COMPANY has no further obligation to deliver or allow use of or render HAProxy Edge CDN Service. No action, suit or proceeding arising out of this Agreement or any Order Form or concerning any invoice or other accounting hereunder or to the period of time to which such invoice or accounting relates may be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from maintained against COMPANY unless commenced within one (1) year after the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction such invoice or accounting is delivered to collect any past due amountCustomer.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) Customer shall pay to Netability the License Fees set forth in the Quote, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay such fees shall be remitted to Netability in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, accordance with the payment terms for Products set forth in the applicable Quote. (b) In addition to the fees set forth in the Quote, Netability may invoice any additional costs and Services expenses reasonably incurred by Netability in the performance of any additional services as incurred. Provided, all fees shall be subject to adjustment by Netability in its sole discretion effective upon the payment terms stated first day of each renewal Term (defined herein). (c) Netability will invoice, and Customer shall also reimburse Netability for, any such additional costs and expenses reasonably incurred by Netability in the Final Proposaldelivery of the Anti-Virus Software. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall All payments will be net due thirty (30) days after from the invoice date commencing on the first calendar month following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require Netability’s address set forth herein or as otherwise directed by Netability. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in Netability’s possession within thirty (30) days from the invoice date. Disputed amounts, once resolved, shall be remitted by Customer within ten (10) days. (d) Customer shall be responsible for Products in advance of productionany applicable sales, in advance of shipment (e.g.use, C.I.A.)value added, or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities other taxes payable with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent respect to the payment location specified Anti-Virus Software provided pursuant to this Agreement, or arising out of or in Seller's invoice and otherwise be made in accordance connection with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerthis Agreement. (e) All sales, andproperty, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees excise and other costs federal, state and expenses it may incur in seeking local taxes (other than those taxes based upon Netability’s net income) will be added to collect such past the License Fees paid by Customer. (f) Past due amount amounts will be subject to a Anti-Virus Software charge equal to the lesser of one and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% one-half percent (1½%) per month or, if less, or the highest interest rate permitted by law. Seller Without limiting any other remedy available to Netability, in the event any amount owed by Customer is more than sixty (60) days past due, Netability may pursue a collection action against Buyer suspend the Anti-Virus Software at its sole discretion. Further, in any court of competent jurisdiction to collect the event any past due amountamount is placed by Netability with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, attorneys’ fees and expenses incurred by Netability. Customer agrees to a charge of not less than $40.00 or the highest rate allowed by law for any returned check. (g) Customer must notify Netability within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Netability and Customer will work together in good faith to resolve such dispute in a timely manner.

Payment Terms. Seller may invoice Buyer for Products upon shipmenta. CARRIER has investigated, monitored, and Seller may invoice Buyer for Services upon performance; providedagrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly. b. On all shipments tendered to CARRIER pursuant to this Agreement, howevercompensation shall be paid to CARRIER solely and exclusively by BROKER, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30amount(s) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in SellerBROKER's invoicerate confirmation agreement. Payments BROKER's rate confirmation agreement, including all warranties, terms and conditions contained there is hereby incorporated herein by check shall be sent to the payment location specified in Seller's invoice reference and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make part of this Agreement. c. As a condition precedent to payment. If any amount payable , CARRIER shall submit to Seller by ▇BROKER the ▇▇▇▇ of lading and proof of delivery, and any other documents which BROKER may require for the shipment, WITHIN FIVE (5) DAYS of delivery of each shipment transported pursuant to this Agreement, else American Logistics Group, Inc. will not be liable to pay that invoice. BROKER agrees to pay CARRIER's invoice within 30 days of receipt of the ▇▇▇▇ of lading, proof of delivery and any other required shipping documents, provided CARRIER is not paid when due, Seller in default under the terms of this Agreement. d. BROKER shall not be responsible for the payment of any freight bills for any charges which are not submitted to BROKER by CARRIER within 180 days of the date of delivery of the shipment(s) represented on any such freight bills. Any claim for overpayment or underpayment for the motor carrier services provided pursuant to this Agreement shall be entitled presented by the party asserting the claim to the other party within 60 days of the discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred and eighty (180) days after the delivery of the shipment(s) giving rise to any such claim. Any civil action to recover or collect any unpaid freight charges, overcharges or undercharges shall be instituted within 18 months of the date of delivery, or its right to ▇▇▇ or otherwise seek payment shall be waived. e. CARRIER authorizes BROKER, and grants BROKER the exclusive right, to invoice CARRIER’s freight charges directly to BROKER’s Customer or other party responsible for payment. As such, CARRIER agrees not to contact BROKER’s customers, consignors, consignees or any other party concerning payment for the motor carrier services under this agreement, and to refrain from Buyer all attorneys fees and other costs and expenses it may incur in seeking collection efforts against any such person or entity. f. CARRIER hereby assigns to BROKER all its rights to collect such past due amount and shall have freight charges from BROKER’s customers or any responsible third party on receipt of payment from BROKER. g. CARRIER agrees that BROKER has the discretionary right to impose on Buyer offset any payments owed to CARRIER hereunder for liability incurred by BROKER as a late charge on result of CARRIER’s breach of this agreement, including, but not limited to, claims for freight loss, damage, or delay. h. CARRIER agrees that any tariffs, circulars, pricing authorities and/or similar documents that it publishes shall not apply to the past due amount from transportation services provided by the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountCARRIER under this Agreement.

Payment Terms. Seller 10.3.1 Customer will pay all fees and other charges due under individual Contract Supplements to McKesson in United States dollars, as invoiced by McKesson within thirty-five (35) days after date of invoice to the Facility designated in writing by Customer. Such invoices may invoice Buyer for Products upon shipmentalso include, as applicable, packing, delivery and Seller may invoice Buyer for Services upon performance; providedinsurance charges incurred by McKesson or its suppliers in connection with delivering the Software and Equipment to Customer. Customer will also reimburse McKesson, however, that within thirty-five (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (3035) days after date of invoice. Whether , for all reasonable out-of-pocket expenses incurred by McKesson or its suppliers in the course of providing services, including, but not payment terms are stated in a final Proposallimited to, Seller reserves the righttravel, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) accommodations and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made living expenses in accordance with McKesson’s then-current travel policies; McKesson’s current travel policies as of the wire transfer instructions Effective Date are set forth in Seller's invoiceExhibit 2 hereto. Payments by check shall be sent However, if Customer does not pay such fees, charges or expenses when due, then McKesson reserves the right to require reasonable advance payments or credit arrangements through a third party as a condition to providing Software, Equipment or Services, as the case may be, notwithstanding any express obligation to provide them elsewhere in this Agreement. Disputes as to the payment location specified accuracy of an invoice must be presented in Seller's invoice writing to McKesson by Customer within sixty-five (65) days of the date of the invoice, and otherwise such disputes will be made addressed by the parties in accordance with Section 10.13 of this Agreement. Notwithstanding the payment instructions set forth foregoing, unless otherwise stipulated herein, failure by Customer to make payments to McKesson which are reasonably disputed in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerwriting in accordance with this paragraph and Section 10.13 herein, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If resolution is promptly commenced, shall not constitute a material breach of this Agreement, and McKesson shall continue to provide services during any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it such dispute. 10.3.2 McKesson may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge Customer interest on the past due amount from the date due until paid outstanding balance of any overdue fees, charges or expenses at the a rate of 2% equal to one percent (1%) per month or, if less, or the highest rate permitted by applicable law, whichever is lower. Seller may pursue a collection action against Buyer Notwithstanding the foregoing, McKesson will charge said interest only on undisputed invoices, fees, charges or expenses, provided that Customer has provided notice of such dispute in accordance with Section 10.3.1 above and the dispute is alleged by Customer in good faith. Customer will reimburse McKesson for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any court of competent jurisdiction to collect any past due amountoverdue amounts.

Payment Terms. Seller may invoice Buyer for Products upon shipmentCustomer agrees to pay the fees set out in the Order Form(s). All fees are payable in accordance with the terms set out in, and Seller may invoice Buyer in the currency specified in, the Order Form(s). Customer will also pay for Professional Services upon performance; providedat Supplier’s then prevailing rates, howeverunless otherwise indicated on the Order Form. For Professional Services provided on-site at Customer’s site or another Customer designated location, that (i) if Buyer requests a delay in shipment of ProductsCustomer will also be responsible for including travel, Seller may invoice Buyer for such Products prior to shipmentmeals, accommodation and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for related expenses incurred by Supplier’s employees or such Services prior to performanceagents. Unless provided otherwise in indicated on the Final Proposalinvoice, all payments must be made to Seller in the same currency as the relevant pricesinvoices are due upon receipt. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms Fees stated in the Final ProposalOrder Form are exclusive of Taxes (as defined in Section 9). Other than as provided for pursuant to Section 16 (Indemnification), Supplier does not provide credits or refunds for fees already due or paid. If payment terms are not stated Customer wishes to decrease its use of the Subscription Services after the (to the extent service capacity or usage is limited pursuant to the Order Form(s)), Customer may do so after the Initial Term provided that Customer notifies Supplier thirty (30) days in a Final Proposaladvance. If Customer wishes to increase its use of the Subscription Services (to the extent service capacity or usage is limited pursuant to the Order Form(s)), Customer must notify Supplier in advance and pay any applicable fees. Any invoice disputes must be initiated by Customer in good faith and in writing; Customer will be entitled to notify Supplier of any invoice dispute by the payment terms for Products and Services due date of the applicable invoice, after which time the invoice shall be net deemed to be accepted by Customer and will be due and payable. If Customer initiates a dispute with regard to a particular invoice, any undisputed amounts charged on such invoice will continue to be due and payable. Supplier and Customer agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its Supplier’s receipt of paymentCustomer’s notice to Supplier regarding such dispute. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent With regard to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any undisputed invoiced amount payable to Seller by ▇▇▇▇▇ that is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have Supplier reserves the right to impose on Buyer charge, and Customer agrees to pay, a late charge payment fee on the past due amount unpaid balance from the due date due until paid at the rate of 2% (whether before or after judgment) equal to one percent (1%) per month or, if lessmonth. If it is determined that Supplier properly charged any amount disputed and withheld by Customer, the highest rate permitted by lawlate fee will be assessed and paid on the disputed, withheld amount. Seller may pursue Except for a collection action against Buyer in good faith dispute as outlined above, should Customer fail to make any court payment hereunder when due, Supplier reserves the right to suspend or interrupt the provision of competent jurisdiction Customer’s access to collect the Subscription Services (and all related services provided hereunder) until such non-payment is remedied, provided that Supplier provides Customer with five (5) days advance notice (including via email notification or other form of notification via the Subscription Services) that fees remain outstanding. In such event, Supplier shall not be precluded from exercising any past due amountadditional remedies that might be available to it under the terms of this Agreement or otherwise.

Payment Terms. Seller may invoice Buyer 1. All fees for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that the initial year of this Order shall be due as follows: (i) if Buyer requests a delay in shipment Set Up fees shall be invoiced on the Effective Date of Products, Seller may invoice Buyer for such Products prior to shipment, this Order and shall be due and payable upon receipt of invoice; (ii) if Buyer requests a delay fees for Year 1 (described in performance the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, Seller may invoice Buyer and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or such Services prior to performancethis Order and shall be due and payable upon receipt of invoice. 2. Unless provided otherwise specified in the Final ProposalSpecial Provisions above, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services this Order Form shall be renewed automatically for successive periods of (3) years (each a “Renewal Term”) after the payment terms stated in expiration of the Final Proposal. If payment terms are not stated in Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a Final Proposal, written notice to the payment terms for Products and Services shall be net contrary thirty (30) days after date prior to the end of invoicethe Initial Term or Renewal Term, as applicable. 3. Whether Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or not payment terms its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are stated in a final Proposal, Seller reserves the right, in its sole discretion, subject to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made increase in accordance with the wire transfer instructions set forth in Seller's invoiceapplicable provisions of the Master Terms. Payments by check shall be sent By signing below, Finalsite and Customer each agree to the payment location specified terms and conditions of this Order and the Master Terms. Signature Signature Title (printed) Date As the Customer Contact, by initialing in Seller's invoice this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and otherwise be made in accordance with understand the payment instructions set forth in Seller's invoiceexpected deliverables for Finalsite as well as for Customer’s project team. Acceptance of payment by credit card I understand that the project timeline is at the sole discretion of Sellera good faith estimate which is dependent on, andamong other factors, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate Customer’s ability to meet respective Customer tasks and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountdeadlines.

Payment Terms. Seller 16.1 You agree to pay at the times set out above in relation to the relevant Payment Scheme, the fees specified by us (on our listing on AWS’s Marketplace) at the time of entering into this ▇▇▇▇, or, if later, upon you varying the Instance/Image Size or Payment Scheme, as being applicable for the relevant Instance/Image Size and Payment Scheme for which you subscribe, as updated from time to time in accordance with clause 16.5 (Subscription Fees). 16.2 If due to a pricing error the fees specified as set out in clause 16.1 are obviously less than the correct Subscription Fees and this could reasonably have been recognized by you as a mispricing we may invoice Buyer immediately terminate the ▇▇▇▇ without liability to you. If you have an Annual Subscription and this ▇▇▇▇ is so terminated, we shall return to you the relevant proportion of the Subscription Fees calculated on a pro rata basis for Products the remainder of the year in respect of which the Subscription Fees have been paid. 16.3 You agree to make all payments through AWS and you will ensure at all times that your credit card and/or other account details provided to AWS are accurate and up to date. You authorize AWS to bill the Subscription Fees on such credit card on our behalf. You also acknowledge and agree to pay all fees charged by AWS (or its affiliates) relating to the Instance upon shipment, which the Software is installed (including any infrastructure charges). Details of their charges are at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/ec2/pricing/. 16.4 All Subscription Fees and Seller may invoice Buyer for Services upon performance; provided, however, that other amounts payable in connection with this ▇▇▇▇ are: (ia) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, Non-cancellable and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided save where expressly stated otherwise in this ▇▇▇▇) non-refundable; (b) Exclusive of applicable taxes and duties, including VAT and any applicable sales tax (including state sales and use tax), for which you may be additionally liable. If applicable, you agree to pay on demand the Final Proposalamount of any such tax or duty for which you are liable in relation to the Subscription Fees and any other amounts due to FirstEigen or AWS. You will provide us with any information we reasonably request to determine whether we are obliged to collect VAT (or any other sales tax) from you, all payments must be made including your VAT identification number. If you are legally entitled to Seller in an exemption from any sales, use or similar transaction tax, you are responsible for providing us with legally- sufficient tax exemption certificates for each taxing jurisdiction. We will apply the same currency as tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount we receive, after any deduction or withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services taxing authority. 16.5 We shall be entitled to change the payment terms stated Subscription Fees in the Final Proposalrelation to your Instance/Image Size and/or Payment Scheme at any time. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer Changes shall be made in accordance with the wire transfer instructions set forth in Seller's invoicerules and policies applied from time to time by AWS. Payments by check In the case of an Annual Subscription, such change shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is take effect no earlier than at the sole discretion end of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount that Subscription period. 16.6 All amounts payable to Seller by ▇under this ▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month ormade by you without set- off, if lesscounterclaim, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountdeduction or withholding.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by a. ▇▇▇▇▇▇▇ has investigated, monitored, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly. b. On all shipments tendered to CARRIER pursuant to this Agreement, compensation shall be paid to CARRIER solely and exclusively by BROKER, in the amount(s) set forth in BROKER’s rate confirmation agreement. BROKER’s rate confirmation agreement, including all warranties, terms and conditions contained there is hereby incorporated herein by reference and shall be considered a part of this Agreement. Any accessorial charges such as loading-unloading fee, entry fee, pallet exchange, etc, are included in agreed rate. c. As a condition precedent to payment, CARRIER shall submit to BROKER the bill of lading and proof of delivery, and any other documents which BROKER may require for the shipment, WITHIN FIVE (5) DAYS of delivery of each shipment transported pursuant to this Agreement. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇’s invoice within 30 days of receipt of the bill of lading, proof of delivery and any other required shipping documents, provided CARRIER is not paid when due, Seller in default under the terms of this Agreement. d. BROKER shall not be responsible for the payment of any freight bills for any charges which are not submitted to BROKER by CARRIER within 180 days of the date of delivery of the shipment(s) represented on any such freight bills. Any claim for over payment or underpayment for the motor carrier services provided pursuant to this Agreement shall be entitled presented by the party asserting the claim to the other party within 60 days of the discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred and eighty (180) days after the delivery of the shipment(s) giving rise to any such claim. Any civil action to recover or collect any unpaid freight charges, overcharges or undercharges shall be instituted within 18 months of the date of delivery, or its right to sue or otherwise seek payment shall be waived. e. CARRIER authorizes BROKER, and grants BROKER the exclusive right, to invoice CARRIER’s freight charges directly to BROKER’s Customer or other party responsible for payment. As such, ▇▇▇▇▇▇▇ agrees not to contact BROKER’s customers, consignors, consignees or any other party concerning payment for the motor carrier services under this agreement, and to refrain from Buyer all attorneys fees collection efforts against any such person or entity. Carrier shall be liable for all damages BROKER incurs as a result of any breach of this provision, including damages for loss and other costs interruption of business, damage to broker’s commercial reputation, loss of profits and expenses it may incur in seeking tortious interference with business relations. f. CARRIER hereby assigns to BROKER all its rights to collect such past due amount and shall have freight charges from BROKER’s customers or any responsible third party on receipt of payment from BROKER. ▇. ▇▇▇▇▇▇▇ agrees that BROKER has the discretionary right to impose on Buyer offset any payments owed to CARRIER hereunder for liability incurred by BROKER as a late charge on result of CARRIER’s breach of this agreement, including, but not limited to, claims for freight loss, damage, or delay. ▇. ▇▇▇▇▇▇▇ agrees that any tariffs, circulars, pricing authorities and/or similar documents that it publishes shall not apply to the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted transportation services provided by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountCARRIER under this Agreement.

Payment Terms. Seller may invoice Buyer for Products upon shipment, (a) Novartis shall provide Array with written notice of its achievement of each Milestone as soon as practicable and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net any case within thirty (30) days after date the specified event triggering such Milestone is achieved by Novartis. After receipt of such notice, Array shall submit an original invoice to Novartis substantially in the form of Exhibit B for the corresponding Milestone Payment, provided that no such invoice shall be submitted prior to the Effective Date. Novartis shall make the corresponding Milestone Payment within as soon as practicable, and in any case no later than forty-five (45) days after receipt of such original invoice. Whether or not payment terms are stated in a final ProposalWith respect to Milestones achieved by Array, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any Array will provide Novartis with written notice of its affiliated entities achievement of such Milestone, together with Seller or any an original invoice substantially in the form of Exhibit B. Array shall promptly provide Novartis with such documentation supporting its affiliated entities is not current or Seller feels insecure concerning its achievement of the Milestone as Novartis reasonably requests, and Novartis will have no more than thirty (30) days from receipt of paymentsuch notice to confirm the occurrence of such Milestone. Payments Novartis shall make the corresponding Milestone Payment within forty-five (45) days after such confirmation (and no later than seventy-five (75) days after receipt of Array’s invoice). (b) Within forty-five (45) days after each Calendar Quarter during the term of this Agreement following the First Commercial Sale of a Product, Novartis will provide to Array a Sales & Royalty Report. After receipt of such report, Array shall submit an original invoice to Novartis substantially in the form of Exhibit B with respect to the royalty amount and other payments with respect to the royalty amount shown therein. Novartis shall pay all royalty amounts within forty-five (45) days after receipt of such invoice. (c) Each Party shall provide to the other Party an original invoice for all amounts due to it under this Agreement. Unless otherwise noted, payments on such invoices shall be made within forty-five (45) days of the other Party’s receipt of the applicable invoice. Invoices to Novartis shall be substantially in the form set forth in Exhibit B. (d) All payments from Novartis to Array shall be made by wire transfer shall in US Dollars to the credit of such bank account as may be designated by Array in this Agreement or in writing to Novartis. Any payment which falls due on a date which is not a Business Day may be made on the next succeeding Business Day. (e) For the avoidance of doubt, unless and until this Agreement becomes effective in accordance with Section 17.17, no payments shall become due and payable. In particular, while Development Costs and (if applicable) Milestone Payments with respect to activities performed in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check Development Plan shall begin accruing from the Effective Date, neither Party will be sent obligated to effect reimbursement to the other Party for any such costs incurred by the other Party under or in connection with this Agreement, or payment location specified in Seller's invoice for Milestone Payments earned prior to the Effective Date, unless and otherwise be made until this Agreement becomes effective in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountSection 17.17.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (ia) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior All payments by ASSIGNEE to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer ASSIGNOR under this Section ‎3 shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent Euros to the payment location specified following account, unless indicated otherwise after the Effective Date or in Seller's an applicable invoice and otherwise – free of bank charges, transfer fees or similar charges: Owner: [***] Bank Institute: [***] BIC Code: [***] IBAN: [***] (b) All payments by one Party to the other shall be made in accordance with full, without any deductions (subject to section ‎3.7‎(e) below), and are exclusive of value added taxes, which shall, if applicable, be invoiced separately. (c) If any Net Sale are received in any currency other than Euro, for purposes of calculating the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is payable to ASSIGNOR, such Net Sales shall be converted into Euros at the sole discretion conversion rate as quoted by the European Central Bank on the last business day of Sellerthe calendar month in which such Net Sales were received by ASSIGNEE. (d) If ASSIGNEE fails to make a timely payment pursuant to the terms of this Agreement, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment ASSIGNOR shall provide written notice of Products such failure to ASSIGNEE and interest shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge accrue on the past due amount from starting on the date due until paid of such notice at the rate [***] rate, plus [***] percent per annum, computed for the actual number of 2% per month or, if less, days after the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court date of competent jurisdiction to collect any such notice that the payment was past due amountand calculated on a daily basis. (e) For all payments to be made under this section ‎3, ASSIGNEE shall withhold taxes and other duties payable under applicable Laws and Regulations and shall forward such retained payments to the competent tax authorities, however, only if all of the following conditions are met: (i) the respective tax is an income tax and no use tax, franchise tax, sales tax or other tax; and (ii) ASSIGNOR is the debtor of such income taxes under applicable laws and regulations; and (iii) ASSIGNEE is required by laws and regulations to withhold the tax and to forward such tax to the competent tax authorities; and (iv) ASSIGNEE provides ASSIGNOR a tax certificate of withheld and paid taxes. ASSIGNEE shall reasonably assist ASSIGNOR in obtaining relief or exemption from any tax on all of the amounts and royalties under any applicable tax treaty. (f) All other taxes and duties payable hereunder shall be paid by ASSIGNEE.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in Upon shipment of Productsany Products to the applicable Purchaser, Seller may Supplier shall issue an invoice Buyer for such the Products prior for payment by the applicable Purchaser and Travel Expenses (as defined below). Any Purchaser’osbligation to shipment, pay and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer the timing for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated contained in the Final Proposalsuch agreement with any given Purchaser. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services Customer shall be net request Purchasers to pay undisputed invoiced amounts within thirty (30) days after date the later of invoiceCustomer’s receipt of th or receipt of the Products. Whether If Customer disputes an invoice in good faith, Customer shall not be in default of this Agreement or not payment terms are stated any applicable Purchase Schedule. Except to the extent expressly provided in a final ProposalPurchase Schedule, Seller reserves the right, in its sole discretion, to require payment for Products in advance prices of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate inclusive of all taxes levied or assessed, including, but not limited to, any applicable sales taxes; provided, however, in no event shall Customer be responsible for SuppliSeurp’pslfrainfcehirrsea’tanxsesc, ihnciomse e taxes, business and independent transaction license taxes, margin taxes, profit taxes, inheritance taxes, intangible taxes, transfer taxes, gross receipts taxes, settlement taxes, gift taxes, or property taxes, or any penalties associated wEixctepht to thSe uextpenpt elxpireseslyrp’rosvidedfinaaiPulrcuhasre eSchetduole, Cupstromoerpsheallrnlot ybe re responsible for which Buyer must make paymentany additional costs or expenses that Supplier may incur, including, but not limited to, any costs incurred or imposed by compliance with Laws (as defined below) related to the manufacturing, production, packaging, storage, transportation, shipment, and/or sale of the Products and Supplier’s expe overtime, capital, equipment and materials required to process, package, and store the Products. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it Supplier may incur travel or lodging expenses in seeking connection to collect its performance of the work under a Purchase Schedule (T“ravel Expenses”)for which Supplier seeks reimbursement from Customer, Supplier shall first obtain the prior written consent of Customer to such past due amount amounts and purposes prior to the Travel Expenses being incurred and shall have abide by Customer’s-in-etffehcterenasonable travel policy. To the right extent that any amounts are owed by Supplier to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month orCustomer, if less, the highest rate permitted Customer may offset amounts invoiced by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountsuch owed amounts.

Payment Terms. Seller may invoice Buyer for Products upon shipmentUnless otherwise specified in a Schedule or Service Order attached hereto, and Seller may invoice Buyer all amounts due for Services upon performance; provided, however, that (i) if Buyer requests a delay will be billed and paid in shipment of Products, Seller may invoice Buyer Canadian Dollars. Customer is required to pay Company for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceincluding without limitation any applicable underutilization charges and/or early termination charges immediately. Unless provided otherwise in the Final Proposal, all Undisputed payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) received within [***] days after the date of Company’s invoice will be considered past due as from the date of invoice, and Customer agrees to pay a late payment charge equal to the lesser of: (a) [***] per month, compounded monthly [***]; or (b) the maximum amount allowed by applicable law, as applied against the past due amounts. Whether Company may collect a past due amount that has not been Disputed in accordance with this subsection, by setting it off against any security deposit or not payment terms are stated in a final Proposalotherwise exercising its rights with respect to any surety, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), security interest or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt other assurance of payment. Payments Company also may exercise a lien on any Customer equipment on Company premises under this Agreement, or as otherwise permitted by wire transfer shall law. A “Disputed” amount is one for which Customer has given Company written notice, adequately supported by bona fide explanation and documentation (including the specific legal basis and facts therefor). If Customer does not give Company written notice of a Disputed amount with respect to charges or the application of Taxes within six (6) months of the date of an invoice, the invoice will be made deemed to be correct and binding on Customer. Company may invoice Customer up to one (1) year after the date a charge accrues; for charges invoiced after that, Customer may request a credit (except that in accordance with cases involving fraud, charges may be invoiced up to 18 months after the wire transfer instructions set forth date accrued). Failure of Company to invoice Customer in Seller's invoicea timely manner for any amounts due hereunder will not be deemed a waiver by Company of its rights to payment therefor. Payments by check shall Where an element of a Service is considered to be sent rendered directly from a third party carrier to the payment location specified in Seller's invoice Customer and otherwise be made in accordance where said carrier does not have a one-stop billing arrangement with the payment instructions set forth in Seller's invoice. Acceptance Company that allows Company to bill Customer on behalf of payment by credit card is at the sole discretion of Sellersuch third party, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇▇▇▇ agrees to pay for said element directly to such third party carrier. An Administrative Surcharge will apply to each Customer cheque that is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by lawreturned as Not Sufficient Funds (“NSF”). Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.6.2

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (ia) if Buyer requests Unless: • a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller facility has been granted by ▇▇▇▇▇ Hire to the Customer (whereby the specific payment terms will be agreed separately between ▇▇▇▇▇ Hire and the Customer); or • ▇▇▇▇▇ Hire has agreed different payment terms with the Customer; all hire charges are payable in advance (such payment may be required by wire transfer, where applicable, or credit card) of collection of the ▇▇▇▇▇ Hire Plant or delivery of the ▇▇▇▇▇ Hire Plant to the Customer's Site and all other charges (including, but not limited to, any mileage charges payable by the Customer in respect of any ▇▇▇▇▇ Hire Plant) are due and payable immediately upon issue of invoice. b) Where payment is required in advance by credit card, ▇▇▇▇▇ Hire may require the Customer to pre-authorise their credit card, which may include the relevant payment(s) being charged to the Customer at the time of the pre-authorisation. All additional fees, including but not paid limited to (i) credit card charges, (ii) administration fees and (iii) bank surcharges incurred by ▇▇▇▇▇ Hire when due, Seller taking or processing the Customer's payment(s) shall be due and payable by the Customer immediately on issue of invoice. ▇▇▇▇▇ Hire shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur charge the Customer interest in seeking relation to collect such past due amount and shall have the right to impose on Buyer a any late charge on the past due amount from the date due until paid payment at the rate of 28% per month orabove HSBC Bank Plc base rate until payment in full is made. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, if less, whether before or after judgment. The Customer shall pay interest together with the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due overdue amount. c) The Customer shall pay all sums due to ▇▇▇▇▇ Hire under this Contract without any set- off, deduction, counter claim and/or any other withholding of monies. Time for payment of ▇▇▇▇▇ Hire's invoices shall be of the essence and ▇▇▇▇▇ Hire may terminate the Contract in the event that the Customer fails to comply with ▇▇▇▇▇ Hire's payment terms. Payment shall not be deemed to be made until ▇▇▇▇▇ Hire have received either cash or cleared funds in respect of the full amount outstanding.

Payment Terms. Seller may Where Provider issues an undisputed invoice Buyer to Recipient, the Service Fees shall be paid monthly in arrears in U.K. pounds (£). Where Provider designates one its Affiliates to invoice Recipient for Products upon shipmentany of the Service Fees, Recipient shall, and Seller may Provider shall ensure that such Affiliate shall, comply with Exhibit E and, once a Sub-Services Agreement has been entered into, Provider shall no longer invoice Buyer Recipient for Service Costs invoiced by any of its Affiliates under any Sub-Services upon performance; providedAgreement. Where a Sub-Services Agreement is in place, howeverService Fees shall be paid monthly in arrears in U.K. pounds (£). To the extent that Service Fees payable with respect to a Sub-Services Agreement are subject to special conditions specified in the relevant Sub-Services Agreement as necessary to comply with or address local law requirements, including with regard to tax treatment, the Affiliate of Provider that (i) if Buyer requests a delay is party to such Sub-Services Agreement shall be solely responsible for any additional costs or expenses incurred by such Affiliate or Recipient in shipment of Productsorder to comply with such special conditions, Seller may subject to compliance with Section 13.5. Each invoice Buyer for such Products prior shall set forth in reasonable detail the Service Fee pursuant to shipmentSection 13.1 and out-of-pocket charges and costs pursuant to Section 13.2 with respect to the applicable month or as otherwise agreed by the Parties, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net delivered within thirty (30) days after date the end of each applicable month or as otherwise agreed by the Parties. Recipient shall pay Provider or its designated Affiliate, as the case may be, all amounts set forth on such invoice within thirty (30) days of receipt of such invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) such other time period as may be agreed by Recipient and Provider or the applicable Affiliate of Provider. All such invoices shall be delivered to require payment for Services Recipient at Recipient’s address as set forth in advance of performance, if and whenever the account of Buyer Section 19.1 or any of as Recipient shall later designate by written notice to Provider. Any payments concerning such invoices shall be made to Provider or its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments designated Affiliate by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoiceimmediately available funds to one or more accounts specified by Provider or its designated Affiliate. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and Provider or its designated Affiliate shall have the right to impose on Buyer assess interest at an annual rate equal to the prime lending rate as publishing in The Wall Street Journal plus two percentage points for any month in which a late charge on the balance is past due amount from against all past due amounts or such other rate as may be set out in a Sub-Services Agreement, but not to exceed the date due until paid at the rate of 2% per month or, if less, the highest rate maximum interest charges permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountLaw.

Payment Terms. Seller may invoice Buyer 1. All fees for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that the initial year of this Order shall be due as follows: (i) if Buyer requests a delay in shipment Set Up fees shall be invoiced on the Effective Date of Products, Seller may invoice Buyer for such Products prior to shipment, this Order and shall be due and payable upon receipt of invoice; (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer fees for or such Services prior to performance. Unless provided otherwise Year 1 (described in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services fee table above) shall be invoiced on the payment terms stated in Effective Date of this Order or the Final Proposal. If payment terms are not stated in a Final Proposalfirst day of Year 1, the payment terms for Products whichever is later, and Services shall be net thirty due and payable upon receipt of invoice; (30iii) days after date fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Whether or not payment terms are stated in a final ProposalFees for any other Services, Seller reserves the rightand for reimbursable expenses, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made invoiced in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check Master Terms or this Order and shall be sent due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the payment location contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in Seller's invoice and otherwise be made this Order, fees are subject to increase in accordance with the payment instructions set forth applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in Seller's invoicethis box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. Acceptance of payment by credit card I understand that the project timeline is at the sole discretion of Sellera good faith estimate which is dependent on, andamong other factors, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate Customer’s ability to meet respective Customer tasks and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountdeadlines.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) All accrued and unpaid fees, expenses, default interest, costs and Seller may invoice Buyer for Services upon performance; provided, however, that any other amounts due from the Customer shall be due and payable (i) on the date set forth herein or, if Buyer requests a delay in shipment of Productsno date is set forth herein, Seller may invoice Buyer for such Products prior to shipmenton each applicable Settlement Date, and (ii) if Buyer requests on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a delay day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise case be included in the Final Proposalcomputation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (New York City time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) All Collections in respect of Purchased Accounts and other amounts due to WFBC hereunder shall be remitted to WFBC in United States dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 12.07. (e) The Customer or the Servicer, as the case may be, will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder at a rate equal to LIBOR plus five and three quarters of one percent (5.75%) per annum calculated daily. (f) The Customer will make all payments must required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, and all amounts paid by the Customer to Seller in WFBC hereunder, including all fees, interest, costs and expenses; (ii) such records shall, absent manifest error, be conclusive evidence thereof and (iii) the same currency failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Customer or the rights and remedies of WFBC hereunder or under any Transaction Agreement. (h) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Accounts and all Collections, (ii) such records shall be presumed correct as between the relevant prices. If payment terms are stated Customer and WFBC, unless (A) the Customer notifies WFBC in a Final Proposal, detailed record of its intention to dispute such records within 30 days of receipt thereof and (B) the payment terms for Products and Services shall Customer proves such records to be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, incorrect as determined by WFBC in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the commercially reasonable sole discretion and (iii) the failure of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment WFBC to maintain any such records shall not limit or otherwise affect the obligations of Products shall be considered a separate the Customer or the rights and independent transaction for which Buyer must make payment. If remedies of WFBC hereunder or under any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountTransaction Agreement.

Payment Terms. Seller may invoice Buyer for Products upon shipmentCLIENT agrees to the following payment terms: a. CLIENT shall pay TSN the full amount due as shown on the invoice(s) according to the terms specified on each invoice, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for quote or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether proposal or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with a separate terms agreement or credit application. If not otherwise specified, payment will be due upon receipt. Any invoice not contested by CLIENT in writing within ten (10) days from the wire transfer instructions date of such invoice shall be deemed fully accepted by CLIENT. b. CLIENT agrees and accepts email transmittal of invoices as an acceptable method of delivery. A service fee of $10 per month will be charged if postal delivery of paper invoices is required. If any of CLIENT’s obligations to TSN is not promptly paid when due, or if CLIENT breaches any provision hereof, TSN may immediately cease rendering Services to CLIENT and CLIENT shall be in default hereunder and all unpaid installments shall become immediately due and payable. Without prejudice to TSN's remedies hereunder, TSN shall be entitled to interest at the maximum rate permitted by law on the outstanding amount due from the first day of the calendar month until paid in full foreach consecutive month such amount is outstanding. CLIENT also agrees to pay a collection fee of up to thirty percent (30%) of all applicable invoice amount(s) or the maximum amount permitted by law should it become necessary for TSN to engage outside professional services in the collection of invoice(s) as a result of CLIENT’s failure to pay the invoice(s) when due. CLIENT also agrees to pay any reasonable attorneys’ fees and court costs, which may arise out of any breach made by CLIENT related to this Agreement. c. There will be a Seventy-Five Dollar ($75.00) service charge per returned check. Please note that the issuing party may be held liable for three (3) times the amount of the check plus the maximum penalties allowable by law. If funds are not made good within fifteen (15) days of the date on the check, accounts may be turned over for prosecution under the full extent of the law. d. A twenty-five percent (25%) restocking fee of the purchase price may be applicable on all returned products and canceled orders. Returned products must be in original packaging along with all original contents. Returns are subject to being accepted by distributor or manufacturer; otherwise the sale is final and product cannot be returned. Any custom ordered hardware cannot be returned for any reason. e. The number of License Units purchased by CLIENT shall be set forth in Seller's invoicethe Proposal and/or any invoice (the “Purchased License Units”). Payments In the event that CLIENT gives notice to TSN that it intends to reduce the number of License Units used by check CLIENT by ten percent (10%) or more (which calculation shall be sent determined based on the number of Purchased License Units), CLIENT shall pay to TSN the payment location specified total License Fees due to TSN for the Purchased License Units. “License Unit” means a specific license type, and a numeric quantity thereof, used in Seller's invoice the Proposal and/or any quote or invoice, and otherwise be made in accordance with the payment instructions set forth in Seller's invoice“License Unit” license type shall include, without limitation, Endpoints. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products “Endpoint” shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇mean each ▇▇▇▇ is not and each individual device deployed, provided, managed and/or maintained by TSN, including, without limitation, phones, tablets, workstations or any other equipment provided by TSA. “Licensee Fees” means the fees to be paid when dueto TSN per License Unit, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur as reflected in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in Proposal and/or any court of competent jurisdiction to collect any past due amountinvoice or quote.

Payment Terms. Seller may invoice Buyer 1.1. The payment for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be made on the payment terms stated in basis of original tax invoice from the Final Proposal. If payment terms are not stated in a Final Proposal, Company and the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment following documents: - Order for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made provision issued in accordance with the wire transfer instructions terms and conditions hereof; and - Act of Services Acceptance-Delivery (to which Client 's coupons should be applied to travelling sheet) signed by Company and Client; and also - Invoice Instruction Document (it is necessary in cases when the Order is generated automatically through Transportation Management System or SWPS (PO) with the usage of the form, which is set forth in Seller's Exhibit 6 to this Agreement. Invoices should match exactly the amount mentioned in IID.). All waybill, Acts of Services Acceptance-Delivery, payment and accompanying documents must indicate the number and date of this Agreement and the corresponding Order. 1.2. Company shall send the invoice to proper Client company, which orders the Services, after the 5th day of completion of an Order from Client. The reporting period will be establish individually with Company. Each invoice and any required associated documentation (e.g. Act of Services Acceptance-Delivery) shall be in the format required by Client as specified at Exhibit “Invoicing Procedure” to Agreement and/or applicable Order. Total amount in the invoice-facture shall correspond amount accurately specified in the TMS (IID) / SWPS (PO). In case of variance with stated requests Client has a right not to pay for services till receiving the correct documents and Client doesn’t bear responsibility for untimely payment in this case. 1.3. Date of payment shall be the date when the money has been drawn down from Client’s account. 1.4. Payments made by Client (i) shall not constitute an acceptance of the Services, (ii) nor be construed in as a waiver of any rights Client may have under this Agreement for defective or non-conforming Services or for breach by Company of its obligations hereunder, or (iii) prejudice the rights of Client to question or dispute any portion of any invoice. Payments Any payment withheld by check Client shall be sent without prejudice to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoiceany other rights or remedies of Client under contract or at law. Acceptance of payment by credit card is at the sole discretion of SellerFurthermore, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have Client reserves the right to impose on Buyer a late charge reject any invoice submitted more than six (6) months after the final goods receipt for Goods contemplated under the corresponding Order. 1.5. Client may (i) withhold payment in respect of any part of the price where the amount in question is the subject of any dispute or difference between Company and Company, and/or (ii) set off any amount owed by Client to Company against any amount owed by Company to Client under this Agreement or any other contract between Client and Company. 1.6. Company agrees that all invoices, worksheets, financial settlements and reports rendered to Client in the provisions of the Services will reflect properly all activities and transactions undertaken for Client, which data may be relied upon as being complete and accurate in any recording and reporting made by Client for whatever purpose. 1.7. The Company shall notify Client of any changes in its payment / bank details immediately, but no later than 30 days before the expiration of the due date for payment, by sending the original letter on the past due amount from Company letterhead, sealed with the date due until paid at Company 's seal (if any) and signed by the rate head or an authorized representative of 2% per month orthe Company, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.with the

Payment Terms. Seller In consideration for Services, Customer shall pay COMPANY fees, costs, rates and charges as provided in the applicable Order Form (the “Fees”). In the event that Fees are not specified in an Order Form, Customer shall pay Fees for relevant HAProxy Edge CDN Service at COMPANY’s then-current rates. Upon performing of HAProxy Edge CDN Service or at milestones as set forth in an applicable Order Form, COMPANY shall invoice Customer for the Fees then due. Fees may invoice Buyer for Products upon shipmentconsist of non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as specified in an Order Form. Any installation or setup fee shall be due and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products payable prior to shipment, and (ii) if Buyer requests a delay the Commencement Date. Any recurring charges shall be invoiced in performance of Services, Seller advance for each applicable period. Fees for partial months may invoice Buyer for be pro-rated. Any deposit or such Services other pre-payment shall be paid prior to performancethe Commencement Date and applied as a credit to the final recurring charges of the respective Order Form. Unless provided otherwise set forth on a particular Order Form, Fees for HAProxy Edge CDN Service shall remain in effect for one (1) year from the Final ProposalCommencement Date of each specific Order Form. Thereafter, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services such Fees shall be the payment terms stated subject to change upon sixty (60) days prior written notice to Customer. Except as otherwise set forth in the Final Proposal. If payment terms are not stated in a Final Proposalan Order Form, the payment terms for Products and Services invoices shall be net due and payable thirty (30) days after following submission of such invoice by COMPANY. In the event of termination of this Agreement or any applicable Order Form, Customer is obligated to pay COMPANY for any HAProxy Edge CDN Service or expenses incurred prior to the effective date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.)such termination, or upon delivery (e.g., C.O.D.) and for any HAProxy Edge CDN Service pursuant to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of paymentnon-terminated Order Form. Payments by wire transfer shall be made in accordance with the wire transfer instructions Except as otherwise set forth in Seller's any applicable Order Form, Customer shall be responsible for any sales, service, value-added, use, excise, consumption and any other taxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the HAProxy Edge CDN Service and/or Customer Works and web sites. Unless otherwise agreed by the parties in writing, Fees set forth on any Order Form shall be exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of COMPANY. If a withholding tax applies to any fees for HAProxy Edge CDN Service pursuant to this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide COMPANY with an official receipt for such taxes withheld and agrees to notify COMPANY prior to payment, in writing that such withholding tax is required to be paid and Customer shall pay COMPANY any additional amounts to ensure that COMPANY receives the full amount of its invoice. Payments by check If COMPANY has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be sent charged to and paid by Customer in addition to the payment location specified amounts on such invoice, unless Customer provides COMPANY with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by COMPANY in Seller's performance of the Services shall not be construed to be fixtures, and Customer is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi- governmental or tax authorities by the date such payments are due. All Fees paid to COMPANY for HAProxy Edge CDN Service shall be non-refundable. Credits shall only be available to Customer, if ever, in COMPANY’s sole and exclusive discretion, and provided Customer does not owe COMPANY any outstanding Fees and is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for HAProxy Edge CDN Service and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Order Form and/or this Agreement. If Customer wishes to dispute any COMPANY invoice and otherwise (a “Disputed Invoice”), Customer must submit a good faith claim, in writing, regarding the Disputed Invoice with documentation as may reasonably be made in accordance with required to support the payment instructions set forth in Seller's claim within sixty (60) days of COMPANY’s submission of the invoice. Acceptance If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such invoice. All payments will be in U.S. Dollars. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay COMPANY any costs of collection (including reasonable attorney’s fees). Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to offset, defense or counterclaim. A breach of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products obligations shall be considered a separate and independent transaction for which Buyer must make paymentmaterial breach of the Agreement. COMPANY is permitted to suspend Services and/or delivery and/or use thereof until default is cured by payment in full. If any amount payable to Seller by ▇▇▇▇▇ default is not paid when duecured following invoice, Seller shall COMPANY may terminate the Agreement and/or any applicable Order Form by written notice to Customer. Upon termination, COMPANY has no further obligation to deliver or allow use of or render HAProxy Edge CDN Service. No action, suit or proceeding arising out of this Agreement or any Order Form or concerning any invoice or other accounting hereunder or to the period of time to which such invoice or accounting relates may be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from maintained against COMPANY unless commenced within one (1) year after the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction such invoice or accounting is delivered to collect any past due amountCustomer.

Payment Terms. Seller may invoice Buyer In consideration of us agreeing to publish the Advertisement you shall pay to us the Fees to the account specified on the Booking Form. Payment of the Fees is due in advance of the Start Date in accordance with the Payment Schedule in Clause 7.2. The following payments shall be made by you: 50% of the Fees no later than 90 days before the Start Date; 100% of the Fees no later than 45 days before the Start Date; and Where we have previously agreed in writing to open a credit account for Products upon shipmentyou, and Seller may where a credit account is opened, then payment of the account shall become due 30 days after the date of our invoice Buyer for Services upon performance; provided, however, and you will ensure that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant pricespayment is received by us no later than this due date. If payment terms is not made in accordance with this Clause 7, interest on the overdue balances (including any period after the date of any judgment or decree against the Customer), and late payment fees, fall due and payable and are stated calculated upon the basis set out in the Late Payment of Commercial Debts (Interest ) Act 1998 (as amended). You agree to provide us with all information that we request (including, but not limited to, any relevant purchase order number) in a Final Proposaltimely manner so that we may generate our invoices. Failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment. All Fees (and any other charges) payable under the Agreement are exclusive of any applicable sales tax (including, the payment terms for Products and Services but not limited to, Value Added Tax) which shall be charged in addition at the payment terms stated rate from time to time in the Final Proposalforce. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services Any currency conversions necessary to prepare an invoice shall be net thirty (30) days after calculated at the rate quoted by MBI at the date of invoice. Whether Without prejudice to any other rights or not remedies available to us, we shall be entitled to: charge interest on any outstanding balance owed to us accruing on a daily basis from the date that the invoice became due for payment terms are stated until the date it is paid in a final Proposal, Seller reserves the right, full (whether before or after judgment and compounding every 50 days); charge an administration fee of £25 if any cheque drawn in its sole discretion, favour by you in purported satisfaction of any unpaid invoice is dishonoured on presentation; and instruct a debt collection agency (apart from solicitors) to require payment for Products recover any sum due and in advance that case all charges incurred by us as a result of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer such instruction shall be made payable by you in any event upon demand. We reserve the right at our discretion and without notice to you: to charge you for any extra production and colour processing costs because of any act or omission by you to supply artwork, film, copy or other materials of sufficient quality or otherwise in accordance with the wire transfer instructions relevant specifications (as set forth in Seller's invoiceout on the Rate Card); and CANCELLATION OF AN ADVERTISEMENT Should you wish to cancel the publication of an Advertisement you must given written notice to us. Payments by check shall be sent In the event that we receive your notice of cancellation more than seven days prior to the payment location specified Start Date, we shall use our reasonable endeavours to effect the cancellation and ensure the Advertisement is not published. We shall not be liable in Seller's invoice the event that we are unable to comply with a request to cancel the publication of the Advertisement for any reason. Without prejudice to Clause 9.3, the following costs remain due on cancellation, and otherwise be made you acknowledge that these charges represent a genuine pre-estimate of our losses: Display advertising: if notice of cancellation is received 90 days or more before the Start Date: 50% of total booking fee due; or if notice of cancellation is received 89 days before the Start Date: 100% of total booking fee is due. Digital advertising: if notice of cancellation is received 90 days or more before the Start Date: 50% of total booking fee due; or if notice of cancellation is received 89 days before the Start Date: 100% of total booking fee due. Recruitment and classified advertising: if notice of cancellation is received 90 days or more before the Start Date: 50% of total booking fee due; or if notice of cancellation is received 89 days before the Start Date: 100% of total booking fee due. TERMINATION This Agreement shall take effect on the date of the Advertisement Confirmation issued by us to you and shall continue until the expiry of the Publication Period (the “Term”), unless terminated early in accordance with the payment instructions set forth provisions of this Agreement. Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in Seller's invoicethe event that the other: has committed a material breach of any of its obligations under this Agreement (which shall include a failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within seven days of being required to do so by written notice; or ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way. Acceptance Upon termination of payment this Agreement by credit card is us in accordance with this Clause 9, all outstanding sums owing to us at the sole discretion date of Sellertermination shall become due and payable without deduction or set-off. Upon expiry or termination of this Agreement, and, if Buyer pays the parties agree that our obligation to publish the Advertisement shall immediately cease. Termination of this Agreement by credit card, a convenience fee may be charged. Each shipment of Products either party for any reason shall be considered a separate and independent transaction without prejudice to any rights or obligations that may have accrued as at the date of such termination. LIABILITY Subject to Clause 10.4, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when duedamages, Seller loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with the terms of this Agreement (including the publication or non-publication of the Advertisement) shall be entitled limited to recover a sum equal to the Fees paid by you in respect of the applicable Advertisement to which the liability relates. Subject to Clause 10.4, we shall not be liable to you for: any loss of profit, loss of or damage to data or materials (including the copy of the Advertisement submitted by you to us), loss of anticipated savings or interest, loss of or damage to reputation or goodwill; any indirect, special or consequential damages, loss, costs, claims or expenses of any kind; and subject to Clause 5.1, any loss whatsoever caused by our delay in publishing the Advertisement by the Start Date for whatever reason. You shall indemnify us and keep us indemnified against all costs, claims, damages, expenses or any other losses suffered or incurred by us (or any of our group companies) as a result of: any claims brought by a third party against us in relation to: (i) the unauthorised use of any intellectual property rights (including, but not limited to, copyright, trade mark and design rights); (ii) libel; (iii) breach of any statutory or regulatory duty; or (iv) false or misleading advertising or sales practices in each case arising from Buyer all attorneys fees and our display or other costs and expenses it may incur usage of the Advertisement and/or any materials to which users can link from any Advertisement (in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge case of an Advertisement published on the past due amount Website); (where the Booking Form has been executed by an agent or other third party acting (or purporting to act) on behalf of the Advertiser) any claims made by the Advertiser against us arising from the date due until paid at publication of the rate Advertisement; any claims brought by an individual in relation to a breach of 2% per month orClause 6.1.3; and any other breach by you of your obligations under this Agreement. Nothing in this Agreement shall limit or exclude either party's liability for: death or personal injury caused by its negligence, if lessor the negligence of its employees, the highest rate permitted agents or subcontractors; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law. Seller may pursue FORCE MAJEURE We shall not be deemed to be in breach of the Agreement or otherwise liable to you for any failure or delay in performing any of our obligations under this Agreement as a collection action against Buyer in any court result of competent jurisdiction to collect any past due amountan event or series of connected events outside of our reasonable control and/or the reasonable control of our sub- contractors and/or suppliers as applicable.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that Client agrees: (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, pay AbeTech all fees and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are reimbursable expenses not stated in a Final Proposal, the payment terms for Products and Services shall be net later than thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightAbeTech submits its invoice (which, in its sole discretionthe case of reimbursable expenses, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.shall be accompanied by reasonable and appropriate expense documentation), or upon delivery (e.g., C.O.D.) and to require payment for Services such other schedule as may be set forth in advance of performance, if and whenever the account of Buyer Exhibit A or any of its affiliated entities with Seller applicable SOW or any of its affiliated entities is not current Order, or Seller feels insecure concerning its receipt of payment. both (collectively, “Payments”); (ii) all Payments made by wire transfer Client are non-refundable, except as otherwise set forth herein, and shall be made without set-off; (iii) fees listed in accordance with Exhibit A or any SOW or Order do not include value-added taxes (VAT), sales taxes, or any other taxes or duties; (iv) all past due amounts will bear interest at the wire transfer instructions set forth lesser of one and one-half percent (1.5%) per month or the highest interest rate allowable under applicable law; and (v) if any invoiced Payments, taxes or duties, related to this Agreement are more than fifteen (15) days past due for payment, AbeTech, at its sole discretion and not in Seller's lieu of any other remedy, may cease providing Goods, Services, and Licenses until such time as Client is once again current in its invoiced Payments, taxes and duties to AbeTech (as reasonably determined by AbeTech). Further, Client agrees it is responsible for paying all sales, use, VAT, and any other applicable taxes however designated, other than those based on AbeTech’s net income, for the Goods, Services, and Licenses provided under this Agreement, as applicable. If Client requests that any such taxes not be included in the invoice, Client agrees to (i) provide a sales tax exemption letter or its functional equivalent in a form reasonably acceptable to AbeTech (“Tax Exemption Letter”) for the audit files of AbeTech prior to invoicing; or (ii) if such Tax Exemption Letter is not provided prior to invoicing, pay such taxes and file a refund on its own behalf at a later date. Payments by check shall be sent Notwithstanding anything herein to the payment location specified in Seller's invoice contrary, Client shall indemnify, defend and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerhold AbeTech harmless from and against all claims and liability arising from Client’s delay or failure, andfor any reason, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If to pay any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted tax or file any return or information required by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction , by rule or regulation, or by this Agreement to collect any past due amountbe paid or filed by Client.

Payment Terms. Seller may (a) Unless otherwise set forth herein or in the applicable Order Form, GAN will provide Client with an invoice Buyer for Products upon shipment, Fees that become due hereunder and Seller may invoice Buyer for Services upon performance; provided, however, that such invoices shall be due and payable as follows: (i) if Buyer requests a delay monthly Fees for Services provided to Client shall be due and payable in shipment advance on the first day of Products, Seller may invoice Buyer for the month and each month thereafter during the term of such Products prior to shipment, and Order Form and/or (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer fees for or such all other Services prior provided to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services Client shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products due and Services shall be net thirty (30) days after date payable by Client upon receipt of such invoice. Whether or not payment terms Invoices submitted by GAN to Client are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) deemed accepted and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments approved unless disputed by wire transfer shall be made Client in accordance with the wire transfer instructions terms and conditions contained herein. All amounts due hereunder shall be deducted by GAN from a payment account designed by Client via ‘ACH’. Client authorizes GAN and/or its third- party service provider to automatically charge the payment account for the fees in advance or as otherwise agreed to by the parties herein or in writing. If Client’s payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected by Client’s payment account, Client shall immediately update Client’s payment account or supply a new payment account, as appropriate. If Client is unable to update its payment account with appropriate information, then GAN will send an invoice to Client detailing the amount due. Client must immediately pay the amount due in full. Upon GAN’s request, Client agrees to promptly complete and submit a credit card authorization and/or ACH authorization form to GAN, as applicable. Client permanently and irrevocably waives any and all right to enact a 'chargeback' (that is, a disputed, reversed or contested charge with the applicable bank, credit card or charge card) against such payments for any reason whatsoever against GAN. In the event Client elects to pay fees due hereunder via credit card, GAN shall apply, and Client shall be liable for, a 4% administrative fee. In the event Client elects to pay fees due hereunder via ACH Bank Payment, GAN shall apply, and Client shall be liable for, up to a 1% administrative fee. (b) Unless otherwise set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice this Agreement, all Fees and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountExpenses are nonrefundable.

Payment Terms. Seller may invoice Buyer 3.1 COUNTY agrees to pay CONTRACTOR for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise the services described in the Final ProposalProject Scope an amount not to exceed 3.2 CONTRACTOR will submit monthly invoices to the COUNTY. Such invoices shall include a detailed listing of charges. COUNTY shall notify CONTRACTOR within ten (10) days of receipt of invoice of any dispute with the invoice and CONTRACTOR, all payments must be made upon such notice, shall provide back-up data to Seller in the same currency as the relevant pricesCOUNTY. If payment terms are stated in a Final ProposalCOUNTY and CONTRACTOR will, the payment terms for Products thereafter, promptly resolve any disputed items. Payment on undisputed invoice amounts is due upon receipt of invoice by COUNTY and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net is past due thirty (30) days after from the date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities invoice is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make paymentreceived. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such payment on undisputed invoice amounts remains past due amount and sixty (60) days from the date the invoice is received by COUNTY, then CONTRACTOR shall have the right to impose either suspend all work under this Agreement, without prejudice, or terminate this Agreement in accordance with the provisions of Section 12.2. COUNTY shall, prior to making payment on Buyer a late charge on any invoice, withhold ten (10%) percent from any payment due. The amounts so withheld shall be released to CONTRACTOR upon satisfactory completion of the past due amount from the date due until paid at the rate Project. 3.3 Approval and/or payment of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer such invoices shall not in any court way relieve CONTRACTOR of competent jurisdiction its liability to collect COUNTY for deficiencies in the performance of its services. COUNTY’S approval or acceptance of, or payment for any past due amountof the services shall not operate as a waiver of any rights to which COUNTY may be entitled. 3.4 NO INTEREST OR OTHER LATE PENALTIES SHALL ACCRUE ON LATE PAYMENTS. 3.5 IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT IN THE EVENT FUNDS ARE NOT APPROPRIATED IN THE CURRENT FISCAL YEAR OR ANY SUBSEQUENT FISCAL YEAR, THIS CONTRACT WILL BECOME NULL AND VOID AND THE COUNTY WILL ONLY BE REQUIRED TO PAY FOR SERVICES COMPLETED TO THE SATISFACTION OF THE COUNTY.

Payment Terms. Seller may Unless otherwise provided in the Principal Terms, all sales shall be on a cash in advance or irrevocable letter of credit basis. All letters of credit procured by the BUYER in favor of the SELLER shall be in form and substance acceptable to the SELLER and issued only by a bank acceptable to the SELLER. Payment to the SELLER for all sales of Marine Fuel and all charges related thereto (including without limitation, delivery and any additional charges), if any, shall be made in full, without any right of set-off, discount or deduction. Payment shall be made in U.S. dollars by means of telegraphic transfer to the bank identified in the Principal Terms or in the SELLER's invoice, as the case my be, for deposit to the SELLER's account as specified therein. Such transfer shall quote the SELLER's invoice Buyer for Products upon shipmentor order number, the BUYER's name, the Vessel supplied and the SELLER's account number to which funds shall be deposited. If the SELLER has extended credit to the BUYER, and Seller if the applicable credit period expires on a Saturday, Sunday or any other day when the SELLER's bank is closed for business, then the BUYER shall arrange for the payment in question to be made within such shorter period as will enable the payment to have been made by the last day within the applicable credit period when the SELLER's bank was open for business. Delivery documents may invoice Buyer for Services be provided to the BUYER at its request, but payment shall not be conditioned upon performance; providedthe BUYER'' receipt of such documents. Notwithstanding any disputes regarding quality, howeverquantity or other matter, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipmentthe BUYER must initially pay the full amount due, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services any disputes shall be resolved between the parties after such payment terms stated in the Final Proposalhas been made. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the rightSELLER may at any time, in its sole and absolute discretion, cancel any existing credit line granted to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), BUYER or upon delivery (e.g., C.O.D.) and refuse to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent extend credit to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountBUYER without notice.

Payment Terms. Seller may FormRouter will submit to Client a written Invoice or bill for the amounts due hereunder either (a) each year, before the subsequent anniversary, for annual licenses, or (b) at the end of the then- current term as identified in this Agreement or an Invoice or bill, or (c) as otherwise mutually agreed upon, in writing, during the Term of this Agreement. The renewal charge will be equal to the then-current Service fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis and subject to a writing signed by both parties. Unless otherwise agreed to in writing, all uncontested invoices submitted by FormRouter for services rendered, or to be rendered shall be due and payable in full within fifteen (15) days from Client’s receipt thereof. Client understands and agrees that FormRouter will not activate the Individual Accounts until the applicable fees for such Services have been paid in full. All amounts paid are nonrefundable except for refunds under Section 6 during the Warranty Period. If payment is not received by the due date on client invoice Buyer for Products upon shipmentclient account is subject to disconnection, and Seller may invoice Buyer a $100 service & handling fee for Services upon performancereconnection. Client account balance must be paid in full for reconnection. Invoice payments received after the due date also incur late payment interest charges at 25% per year. FormRouter shall have the right to suspend Client’s User Logon IDs and passwords or deny access to the FormRouter Applications if Client is delinquent on its payment obligations hereunder; provided, however, that (i) if Buyer requests a delay in shipment FormRouter will provide Client an electronic copy of ProductsClient Data collected, Seller may invoice Buyer for such Products prior to shipmentaccount disabling, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or once such Services prior uncontested fees are paid. Client agrees to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by provide ▇▇▇▇▇▇▇▇▇▇ with complete and accurate billing and contact information. This information includes Client’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Client’s designated representative that will oversee the administration of this Agreement on Client’s behalf (the “License Administrator”). Client agrees to update this information within 30 days of any material change to it. If the contact information Client has provided is not paid when duefalse or fraudulent, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have FormRouter reserves the right to impose on Buyer a late charge on terminate Client’s access to the past due Service in addition to any other legal remedies. If Client believes Client’s bill is incorrect, Client must contact FormRouter in writing within 30 days of the invoice date of the invoice containing the amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction question to collect any past due amountbe eligible to receive an adjustment or credit.

Payment Terms. Seller may BAXTER shall invoice Buyer CLIENT for Products upon shipment, each Kit Component or Kit that is Produced under this Agreement and Seller may invoice Buyer for Services upon performancereleased by ▇▇▇▇▇▇'▇ quality assurance department in accordance with the Quality Agreement at the time such Kit Component or Kit is so released; provided, however, that the stated due date of each such invoice shall not be prior to the later of (ia) [CONFIDENTIAL TREATMENT REQUESTED] following the date of CLIENT's receipt of the applicable Product samples, (b) [CONFIDENTIAL TREATMENT REQUESTED] following the date of CLIENT's receipt of the applicable Released Executed Batch Record(s) and related documentation in accordance with the Product Master Plan, or (c) [CONFIDENTIAL TREATMENT REQUESTED]s following the date of the invoice. BAXTER shall invoice CLIENT for all process development, validation and regulatory services (if Buyer requests a delay any) monthly in shipment arrears, which invoices shall set forth in reasonably specific detail the services performed and the costs therefor. CLIENT shall pay all amounts invoiced on or before the stated due date of Productsthe applicable invoice, Seller may provided that on the date of such invoice Buyer BAXTER shall have (a) sent by facsimile such invoice to CLIENT to such facsimile number as most recently requested in writing by CLIENT for such Products prior to shipmentpurpose, and (iib) if Buyer requests a delay in performance deposited the original of Services, Seller may such invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final ProposalUnited States mail, all payments must be made first class postage prepaid and addressed to Seller CLIENT at such address as most recently requested in writing by CLIENT for such purpose. Notwithstanding anything to the same currency as the relevant prices. If payment terms are stated contrary in a Final Proposalthis Section, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. [CONFIDENTIAL TREATMENT REQUESTED] Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments U.S. dollars by check delivered to BAXTER, or by wire transfer. Each invoice shall be sent to the payment location specified in Seller's invoice and otherwise be made payable by CLIENT in accordance with the payment instructions set forth in Seller's invoiceterms noted above. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged[CONFIDENTIAL TREATMENT REQUESTED]. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amount.6.5

Payment Terms. Seller may 11.1 The Commission, Implementation Fee and Professional Services Fee will become payable as set out in the Order and the Terms and Conditions. All payments under this Agreement shall be done by bank transfer (using such payment details as notified by Expect Me to the Client from time to time). 11.2 Invoices shall be sent in PDF-format to the Client’s email address, specified in the Order, or in written to the Client’s physical address if specifically requested by the Client. 11.3 Client agrees to make all payments due to Expect Me under the provisions of this Agreement within thirty (30) days of the date of invoice Buyer and in euro, unless Parties have agreed otherwise in writing. In event of late payment, all Client payment obligations to Expect Me will immediately become due and payable. 11.4 All fees payable to Expect Me under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay Expect Me such additional amounts as are necessary in order that the net amounts received by Expect Me after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for Products upon shipmentpayment of all general, state or local import, usage, value added, withholding or other taxes associated with the supply or use of the Services or Platform. The Client shall promptly reimburse Expect Me for any such taxes or duties paid by Expect Me. 11.5 The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 2 August 2002 on late payment interests in commercial transactions, which interest shall be compounded daily as of the due date until receipt of full payment by Expect Me. In addition, Client shall pay all costs incurred by Expect Me, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this article, with a minimum of 150 EUR. If Client fails to pay any outstanding amounts within sixty 11.6 Each invoice made by Expect Me shall be deemed to have been accepted by the Client if it is not disputed by registered letter sent to Expect Me wherein the reason for the dispute is explained, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net this within thirty (30) days after the invoice date of that specific invoice. Whether . 11.7 In the event the use of the Platform, Services or Professional Services give rise to additional costs and/or expenses for the Client from third parties (including but not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, limited to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.software integration costs), or upon delivery (e.g., C.O.D.) such costs are exclusively the Client’s responsibility and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is cannot current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover claimed from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountExpect Me.

Payment Terms. Seller may invoice Buyer for Products upon shipment(a) Customer shall pay to Netability the Service Fees set forth in the Quote, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay such fees shall be remitted to Netability in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, accordance with the payment terms for Products set forth in the applicable Quote. The Service Fees will be dependent upon Customer usage and the amount of Customer Data being backed up as part of the Services. In addition to the fees set forth in the Quote, Netability may invoice any additional costs and expenses reasonably incurred by Netability in the performance of the Services as incurred. Provided, all fees shall be subject to adjustment by Netability in its sole discretion effective upon the payment terms stated first day of each renewal Term (defined herein). Netability will invoice, and Customer shall also reimburse Netability for, any such additional costs and expenses reasonably incurred by Netability in the Final Proposaldelivery of the Services. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall All payments will be net due thirty (30) days after from the invoice date commencing on the first calendar month following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require Netability’s address set forth herein or as otherwise directed by Netability. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in Netability’s possession within thirty (30) days from the invoice date. Disputed amounts, once resolved, shall be remitted by Customer within ten (10) days. (b) Customer shall be responsible for Products in advance of productionany applicable sales, in advance of shipment (e.g.use, C.I.A.)value added, or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities other taxes payable with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent respect to the payment location specified Services provided pursuant to this Agreement, or arising out of or in Seller's invoice and otherwise be made in accordance connection with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerthis Agreement. (c) All sales, andproperty, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees excise and other costs federal, state and expenses it may incur in seeking local taxes (other than those taxes based upon Netability’s net income) will be added to collect such past the Service fees paid by Customer. (d) Past due amount amounts will be subject to a service charge equal to the lesser of one and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% one-half percent (1½%) per month or, if less, or the highest interest rate permitted by law. Seller Without limiting any other remedy available to Netability, in the event any amount owed by Customer is more than sixty (60) days past due, Netability may pursue a collection action against Buyer suspend the Services at its sole discretion. Further, in any court of competent jurisdiction to collect the event any past due amountamount is placed by Netability with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by Netability. Customer agrees to a charge of not less than $40.00 or the highest rate allowed by law for any returned check. (e) Customer must notify Netability within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Netability and Customer will work together in good faith to resolve such dispute in a timely manner.

Payment Terms. Seller may For each monthly period during the Term, Company shall submit to IBR an invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that setting forth: (i) if Buyer requests a delay the monthly fees attributable to the Services (in shipment of Products, Seller may invoice Buyer for such Products prior accordance with Exhibit A) provided to shipment, IBR during the preceding calendar month; and (ii) if Buyer requests a delay in performance any other direct or pass-through costs (e.g., Federal Express charges or travel expenses for Company’s Representatives) or other amounts to which Company is entitled to compensation or reimbursement hereunder attributable to such preceding monthly period. Payment of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services amounts owed by IBR shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net remitted within thirty (30) days after from the date of receipt of the invoice. Whether Any undisputed amounts not paid within such thirty (30) day period shall be subject to interest (calculated on the basis of the actual days elapsed from the due date described in the preceding sentence to the date of actual payment) at a rate of 1.5% per month or the maximum amount permitted by law, if less. If payment is not payment terms are stated in a final Proposalmade within forty-five (45) days from the date of receipt of the invoice, Seller reserves Company may offset such amounts against the rightthen current Milestone Payment and/or Validation Payment due pursuant to the Asset Purchase Agreement. In the event that IBR, in its sole discretiongood faith, disputes the validity or amount of any charge on such invoice, then IBR shall: (A) promptly provide Company with written notice of such disputed item, which notice shall specifically identify the disputed item and explain the reason for such dispute; and (B) remit when due the undisputed amounts set forth on the invoice. In the event of any such dispute, Company’s and IBR’s Contract Managers (as defined below) shall promptly discuss and attempt to require payment for Products resolve the dispute in advance of productiongood faith. In the event that the Contract Managers are unable to resolve the dispute within thirty (30) days, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer dispute shall be made resolved in accordance with Article 8 hereof. In the wire transfer instructions set forth event that a dispute is resolved in Seller's invoice. Payments by check favor of Company, such disputed but unremitted amounts shall be sent subject to interest (calculated on the basis of the actual days elapsed from the due date described in the preceding sentence to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance date of payment by credit card is actual payment) at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 28% per month oror the maximum amount permitted by law, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer All invoices shall be issued and paid in any court of competent jurisdiction to collect any past due amountU.S. dollars.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer Client shall pay HGC for Services upon performance; providedon the following basis: 5.1.1 Client shall pay: (a) The charges specified as payable in the Service Order Form in respect of the Services (the “Charges”). For the avoidance of doubt, however, that the Charges for the Services will consist of : (i) if Buyer requests a delay fixed recurring charges and non-recurring charges, which will ordinarily be billed monthly in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and advance; (ii) if Buyer requests variable usage charges, which will be billed monthly in arrears; and/or (iii) charges payable or paid by us to the third party attributable to the Service provided to you (including but not limited to government charges/levies, increased rent from property lessors and electricity supply charges), which will be paid by us but reimbursed by you as and when we have incurred these Charges; (b) The full amount of any invoice submitted to Client in accordance with this Agreement (including all applicable taxes, tariffs, duties or impositions of a delay in performance of Services, Seller may similar nature imposed by any government or other authority) shall be payable by Client by the due date without set-off or deduction. 5.1.2 Payment is due on the date Client receives HGC’s invoice Buyer for or such Services prior to performance. Unless provided unless specified otherwise in the Final Proposal, all payments must be made to Seller in the same currency as the relevant pricesinvoice. If full payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments made by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Sellerdue date, and, if Buyer pays by credit card, HGC may charge interest on a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer daily basis on all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid sums outstanding at the rate of two percent (2% %) per month orfrom the due date of payment to the date when full payment is received by HGC, and charge Client a collection fee and handling fee. 5.1.3 If any Charges stated in any invoice are not queried within fifteen (15) days of the date of the invoice then such Charges shall be deemed accepted by Client. 5.1.4 Ordinarily HGC will invoice Client: (a) monthly in advance for subscription to (and/or monthly charges for) the Services; and (b) monthly in arrears for usage charges; but HGC may at its sole discretion amend the invoicing period and submit interim invoices to Client. The installation Charge (if applicable) will be included in the first invoice to Client. Client shall be liable for such subscription or monthly charges for the Services whether used by Client or not. Pre-paid Charges are non-refundable unless HGC in its sole discretion decides otherwise. 5.1.5 HGC may demand a deposit from Client to secure payment of any sum due to HGC and may at any time vary such deposit amount at HGC’s sole discretion. HGC may apply such deposit to reduce or pay any sum due by Client to HGC on whatsoever account at any time. Client shall fund up the deposit by paying an amount equals to the reduced amount into Client’s accounts as may be required by HGC from time to time. No interest shall accrue on any deposit held by HGC. Any deposit remaining following this Agreement’s termination shall be returned to Client after deducting any such sums due to HGC when the balance is claimed by Client in writing within 3 months of the date of termination. 5.1.6 HGC reserves the right to apply a credit limit for Charges incurred by Client and to suspend Client’s access to Services, in whole or in part, if lesssuch limit is exceeded. 5.1.7 HGC may transfer or apply any credit balance in Client’s favour to settle any amount owed by Client to HGC or to any company within the HGC Group of companies (each a “HGC Company”) whether under this Agreement or any other arrangement between Client and HGC or any HGC Company. Client hereby authorises HGC to make payment on Client’s behalf out of such credit balance (if any) to set off any amount owed by Client to any such HGC Company from time to time. Client agrees that any credit or payment information held by HGC and any of its affiliate company about Client is held for the same purpose. 5.1.8 Client acknowledges that HGC’s appointed agent may invoice Client on HGC’s behalf and such invoice shall be valid as if rendered by HGC. Such invoice shall not prejudice any rights of HGC to subsequently claim against Client. 5.1.9 Client acknowledges and agrees that HGC reserves the right to review and revise (whenever necessary) the Charges stated under Clause 5.1.1 above from time to time. Prior notice will be given to Client in the event of any material changes to the Charges. 5.1.10 Should HGC invoice Client in respect to any Content as agent for a third party Content and/or third party equipment provider, HGC is not the highest rate permitted by law. Seller supplier of or responsible for such Content and/or third party equipment. 5.1.11 In case of disputes over any usage or other Charges, HGC’s decision based on its Services usage records and those of any third party who may pursue a collection action against Buyer in any court of competent jurisdiction assist HGC to collect any past due amountprovide the Services shall be final and binding on Client.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior Unless otherwise agreed to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise in the Final Proposal, all payments must be made to by Seller in a purchase order, payment for goods, parts and/or services will be due no later than 30 (thirty) calendar days from the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or Partial shipments will be invoiced as they are shipped. Unless otherwise required by local laws, Seller may submit invoices electronically and is not payment terms are stated required to provide a hard copy of the invoice. Unless otherwise agreed to by Seller in a final Proposalpurchase order, payments must be in the currency of the country in which the Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) is based and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall must be made in accordance with the wire transfer instructions set forth in via electronic fund transfer. Unless otherwise agreed to by Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of , payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make paymentnot permitted. If any amount payable Seller establishes a payment portal, Buyer shall pay Seller through such portal. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived 15 (fifteen) calendar days following the invoice date. Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have reserves the right to impose correct any inaccurate invoices. Any corrected invoice must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. Buyer must pay the undisputed amount of the invoice within the original invoice payment due date. If Buyer is delinquent in its payment obligations to Seller for any undisputed amount regardless of whether under a purchase order or any other related contract with Seller, Seller may, at Seller’s sole option and until all delinquent amounts and late charges, if any, are paid: (1) be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times under any contract; (2) refuse to process any credit to which Buyer may be entitled under any contract; (3) set off any credit or sum owed by Seller or any of Seller’s affiliates to Buyer against any undisputed amount owed by Buyer to Seller or any of Seller’s affiliates including but not limited to amounts owed under any contract or order between the Parties; (4) withhold performance and future shipments to Buyer to which Seller is obliged under such contract; (5) declare Buyer’s performance in breach and terminate any purchase order under these terms or any order under any related mutually concluded contract with Seller; (6) repossess goods for which payment has not been made ; (7) deliver future shipments under any related contract on Buyer a cash-with- order or cash-in-advance basis; (8) assess late charge charges on the past due amount from the date due until paid delinquent amounts at the a rate of 29% per month orabove the annual basic interest rate; (9) charge storage or inventory carrying fees on goods; (10) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (11) if lessBuyer is delinquent on a payment schedule, accelerate all remaining payments and declare the highest rate permitted by lawtotal outstanding balance then due and owing; or (12) combine any of the above rights and remedies. The above remedies are in addition to all other remedies available to the Seller may pursue a collection action against Buyer at law or in any court of competent jurisdiction to collect any past due amountequity.

Payment Terms. Seller may invoice Buyer In order to use the ACD Online Service, You shall pay the then-standard license or subscription fee(s) (as designated by AIA) for Products upon shipmentuse of the ACD Online Service. Such fee(s) is for the designated time period, shall be payable in advance, and Seller shall be non-cancelable once You access or use The ACD Online Service or the designated license period begins following the submission of the information to establish a registration account with AIA for use of The ACD Online Service. No more than once each calendar year, AIA may increase such fees following the designated license period or the end of the then current calendar year, whichever occurs first. All fees are non-cancelable and do not include any applicable taxes and You shall remain responsible for and shall pay all taxes, duties and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on AIA’s net income). You shall provide copies of any and all exemption certificates to AIA if You are entitled to any exemption. You shall not offset or reduce any amount owed to AIA. AIA will invoice Buyer You for Services upon performance; providedall standard time and materials rates or such other pricing or fees or reimbursable expenses, howeverincluding, that but not limited to, travel and per diem expenses incurred by AIA for any support, training, implementation, or programming work provided at a location outside of AIA’s principal office requested by You. All fees or expenses are in U.S. Dollars (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment$), and You shall forward the payment of any fees (iiin U.S. Dollars) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performanceAIA at the address designated by AIA. Unless provided otherwise indicated by AIA in the Final Proposalwriting, all payments invoices that AIA submits to You must be made to Seller in paid within 30 days of the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date receipt of AIA’s invoice. Whether All past-due payments will accrue interest at a rate of 1.5% or not payment terms are stated the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in a final Proposal, Seller full. AIA also reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance with the wire transfer instructions set forth in Seller's invoice. Payments by check shall be sent to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on terminate or suspend access to The ACD Online Service if You fail to pay any amounts within 60 days of when due. You shall reimburse AIA for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all obligations with respect to the past amounts due amount from to AIA under the date due until paid at Agreement shall survive any expiration or termination of the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountAgreement.

Payment Terms. Seller may XRATOR shall invoice Buyer Client annually and in advance for Products upon shipmentall Solutions and Professional Services, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise Client shall pay the Fees set forth in the Final Proposal, all payments must be made Quote (being the fees payable by Client to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net XRATOR) within thirty (30) days after from the date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, All payments have to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made in accordance SGD unless otherwise agreed in writing between the Parties. If additional Professional Services have been requested, a separate Quote will be issued for such Professional Services. Invoices can be objected in writing within fourteen (14) days after the invoice date and indicating the invoice date, invoice number and detailed justification. If the invoice is not objected to within the aforementioned period, the invoice is deemed to have been accepted by the Client. If Client exceeds the usage levels specified in the Quote, then XRATOR may invoice Client for any overages at the then applicable rate. All Professional Services must be used within twelve (12) months from date of acceptance of the Quote. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month. Without prejudice to the foregoing, XRATOR reserves the right to demand a lump sum of 10% of the unpaid amounts, with an absolute minimum of hundred fifty USD(USD150.00), without prejudice to claim compensation for higher damages. Such interests and fixed fee shall be in addition to any other rights and remedies of XRATOR. Unless otherwise provided, the wire transfer instructions fees set forth in Seller's invoice. Payments by check shall be sent the Quote do not include any GST, withholding taxes or any other taxes, levies or duties of any nature, all of which Client is responsible for paying in addition to the payment location specified in Seller's invoice and otherwise be made in accordance with the payment instructions fees set forth in Seller's invoicethe Quote, except for those relating to XRATOR’s net income or property. Acceptance of payment by credit card is at the sole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have XRATOR reserves the right to impose on Buyer a late charge on the past due amount from the date due until paid increase fees at the beginning of any Renewal Term by ten percent. The Client shall bear the exchange rate risks and costs related to international transfers (if applicable). terms and conditions shall be replaced with “Reseller” and all payments of 2% per month orfees, refunds and credits, if lessany are payable by or to the Reseller; and (c) these Terms and Conditions governs Client’s use of the XRATOR offerings, notwithstanding anything to the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountcontrary elsewhere.

Payment Terms. Seller may invoice Buyer for Products upon shipmentThe Customer agrees, confirms and Seller may invoice Buyer for Services upon performance; provided, however, that acknowledges that: (ia) if Buyer requests a delay the Customer shall strictly pay the Rent in shipment advance. The Bank reserves the right of Products, Seller may invoice Buyer for such Products prior refusing access to shipment, and (ii) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise the Locker in the Final Proposalevent of the Rent not being paid when due, all payments must be made to Seller whether the same is demanded or not; (b) in the same currency as event of non-payment of the relevant prices. If payment terms are stated Rent or any enhanced Rent amount thereof in a Final Proposalrespect of the Locker, the Bank may: (a) refuse access of the Customer to the Locker; and/or (b) recover / debit such Rent amount to any account of the Customer with the Bank without reference to the Customer. To ensure timely payment terms of the Rent amount, the Bank, at its discretion, may demand from the Customer, a term deposit aggregating to an amount equal to Rent amount of 3 (three) years and the charges which may be required for Products and Services breaking open the Locker. The arrears of the Rent amount shall at once be payable to the Bank with interest at 12 % per annum, till payment in full is made. The interest rate can change from time to time as per the guidelines of the Bank. The Bank shall be at liberty to enhance the payment terms stated Rent amount at its absolute discretion at any time and the Customer shall be liable to pay at such enhanced rate/s of Rent amount from time to time. The Bank shall be at its discretion and not bound, to inform in the Final Proposal. If payment terms are not stated in a Final Proposaladvance, the payment terms Customer of its intention to enhance the Rent; (c) the Customer(s) has/have remitted the Rent amount for Products 1 (one) year in advance. It is distinctly understood that no interest is payable to the Customer(s) on the Rent amount so remitted; (d) the Customer(s) may request and Services shall be net thirty (30) days after authorize the Bank to close the subject FDR on the date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) maturity and to require payment for Services in advance force at the time of performance, if renewal of the Agreement and whenever the account of Buyer or any of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be made Locker facility in accordance with the wire transfer instructions set forth Reserve Bank of India (“RBI”) directives and as amended from time to time; (e) it is not obligatory on the part of the Bank to renew the Locker facility even though the fixed deposit is in Seller's invoiceforce and /or the Rental Amount is continuing and the right to terminate the Agreement in this situation rests with the Bank. Payments by check shall be sent Even though the advance equivalent to the payment location specified Rental Amount for one-third years has been paid, if the yearly Rental Amount is not paid by the Customer(s) in Seller's invoice the normal course, it may be treated as default and otherwise be made the Bank is free to take usual action in accordance with the payment instructions set forth rules of the Bank and as provided herein; (f) all properties for the time being in Seller's invoice. Acceptance the Locker are subject to a general lien for all moneys due from the Customer as rent or other charges with power to sell property or part thereof /realizing from time to time such rent or charges; (g) Without prejudice to any remedy which the Bank may have against the Customer, all rights to the use of payment by credit card is the Locker shall at the sole discretion option of Seller, and, if Buyer pays by credit card, a convenience fee may the Bank be charged. Each shipment forfeited upon non-payment of Products the Rent amount whether the same shall be considered a separate and independent transaction for which Buyer must make payment. If demanded or not, upon breach of any amount payable to Seller of the conditions hereof by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of 2% per month or, if less, the highest rate permitted by law. Seller may pursue a collection action against Buyer in any court of competent jurisdiction to collect any past due amountCustomer.

Payment Terms. Seller may invoice Buyer for Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that Customer shall pay TradeRev or TradeRev Partner (iif applicable) if Buyer requests a delay in shipment of Products, Seller may invoice Buyer for such Products prior to shipment, and the Total Payment Amount by 4:00 PM (iiEastern time) if Buyer requests a delay in performance of Services, Seller may invoice Buyer for or such Services prior to performance. Unless provided otherwise the day after the Vehicle is marked “Arrived” in the Final Proposal, all payments must be made TradeRev System (the “Payment Due Date”). For Customers who elect to Seller participate in the same currency as the relevant prices. If payment terms TradeRev Pro monthly subscription plan, subscription fees are stated in a Final Proposal, the payment terms for Products due and Services shall be the payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal, the payment terms for Products and Services shall be net thirty (30) days after date of invoice. Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products payable in advance of production, in advance of shipment on the sign‐up date (e.g., C.I.A.the “Subscription Fee Due Date”), or upon delivery . (e.g., C.O.D.) and to require payment for Services in advance of performanceFor example, if you signed up for TradeRev Pro on the 14th of May, your first payment would be due on May 14th and whenever all other payments would be due on the account 14th of Buyer or any of its affiliated entities each month thereafter). TradeRev Pro subscribers will automatically be charged the monthly subscription in accordance with Seller or any of its affiliated entities their credit card authorization instructions. The Subscription Fee is not current or Seller feels insecure concerning its receipt of paymentpro‐rated for partial months. Payments by wire transfer For all other amounts owing, payment shall be made in accordance Canadian dollars by electronic funds transfer, by a pre‐ approved floor plan financing arrangement acceptable to TradeRev, or such other payment method approved by TradeRev (each, a “Payment Instrument”). For Customers signed up for Auto Pay, funds owing will be automatically debited using the default payment method selected by the Customer if payment is not received by the Payment Due Date. For Customers not signed up for Auto Pay, TradeRev will deduct the amounts via EFT. TradeRev reserves the right to specify the type of Payment Instrument it will accept from Customer. In addition to whatever rights of set‐off TradeRev may have in any jurisdiction where Vehicles are sold, if Customer or any party affiliated with Customer (each a “Customer Affiliate”) fails to pay Fees or other amounts owing when due to TradeRev or any TradeRev Partner, TradeRev will be entitled to immediately set off the wire transfer instructions set forth in Seller's invoiceamount owed by Customer and/or Customer Affiliate from any funds owing by TradeRev to Customer and/or Customer Affiliate. Payments In addition, if you fail to pay the Total Payment Amount by check shall be sent to the payment location specified in Seller's invoice and otherwise be made Payment Due Date or the monthly subscription fee by the Subscription Fee due Date, we may: (a) electronically debit your bank account or floor plan account in accordance with the default payment instructions set forth in Seller's invoice. Acceptance method selected by you under your Automatic Payment Plan; (b) deduct the amount owing from any amounts payable by TradeRev to you; (c) retain possession of any Vehicles owned or controlled by Customer or Customer Affiliate; (d) withhold title documents until all amounts owed have been paid; (e) cancel the sale transaction; (e) charge late payment by credit card is at the sole discretion of Sellerfees, and, if Buyer pays by credit card, a convenience fee may be charged. Each shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If and/or charge interest on any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Seller shall be entitled to recover from Buyer all attorneys fees and other costs and expenses it may incur in seeking to collect such past due amount and shall have the right to impose on Buyer a late charge on the past due amount from the date due until paid amounts at the rate of 2one and one half (1.5%) percent per month (18% per month oryear) or the maximum rate allowed by law, if whichever is less, the highest rate ; and/or (f) pursue any other remedy or relief permitted by law. Seller may pursue Any Payment Instrument withdrawn, rejected or returned for non‐sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a collection action against Buyer in any service charge up to the maximum amount allowed by law and shall be immediately due and payable. You agree to pay all costs including, without limitation, legal fees and disbursements, court of competent jurisdiction costs and other expenses reasonably incurred by TradeRev or a TradeRev Partner to collect any past due amountmonies owing by you.