Common use of Term and Termination Clause in Contracts

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire commence on the date indicated on the first page of this Agreement, and shall apply to all Licensed Materials for the time period(s) as indicated on the attached Schedule(s). Subscriptions as indicated on the attached Schedule(s) will automatically terminate at the close end of business on the effective date that subscription period unless both parties have previously agreed to renew the Offering is terminatedsubscription. This Agreement may be terminated by either party (a) immediately upon notice to the other party in In the event that either party believes that the other materially has breached any obligations under this Agreement, such party shall notify the breaching party in writing. The breaching party shall have materially failed 30 days from the receipt of notice to comply with any material provision of this Agreement or if any of cure the representations, warranties, covenants or agreements of such alleged breach and to notify the non-breaching party contained herein shall not have in writing that cure has been materially complied with and such failure to comply effected. If the breach is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written 30-day time period, the non- breaching party shall have the right to terminate the Agreement without further notice. In any eventaddition to a termination for material breach, Licensor may terminate the Agreement if the Licensee files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. For the purposes of this Agreement provision “material breach” shall be deemed suspended during any period for which mean, as it applies to the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additionLicensee and Member Institutions, the Dealer Managerfailure of Licensee or Member Institutions to perform any material obligation, including, without limitation, the following: (i) non-payment of the License Fees due under the Agreement, and (ii) use of the Licensed Materials in violation of the terms of this Agreement. Except upon termination for the expiration or failure of Licensee to perform any material obligation, if the Agreement is terminated prior to the end of the Term of the Agreement, NFB shall refund to the Licensee the funds paid under the Agreement pro-rated based on the number of months remaining in the Term of the Agreement. The parties hereby agree that in the event of the termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for due to NFB by Licensee, or due to Licensee by NFB, shall be paid by the sale other party within thirty (30) days of Shares into the appropriate escrow account ordate of expiration or termination, if the Minimum Offering has been reached, into such other account as the Company case may designate; and (b) promptly deliver to be. In the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies event of all such records and documents required to be retained early termination permitted by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company Member Institution shall immediately cease exercising any of the rights granted pursuant to this Agreement other than those that survive beyond the Agreement. Except upon early termination for the failure of Licensee or Member Institutions to perform any material obligation, the Member Institution shall be entitled to a refund of any License Fees paid under the Agreement by the Member Institution pro-rated based on the number of months remaining in the term of the Agreement. If funding of the Member Institution is materially reduced and the Member Institution thereby becomes unable to pay future amounts payable pursuant to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements Member Institution may give the Licensor written notice of that Section 5 at such times as such amounts become payable pursuant to termination and this Agreement shall terminate effective 30 days after the terms giving of such Section 5 without acceleration; provided, however, that notice if the Minimum Offering is not reached prior Member Institution has failed to pay the Fee for the calendar year in which such expiration notice was given, or terminationif the Member Institution has paid the Fee for the calendar year in which such notice was given, January 1 of the Company shall not pay any such compensation and reimbursements to the Dealer Managerfollowing year.

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire at the close be for a period of business on the effective date that the Offering is terminated_____. This Thereafter, either party to this Agreement may be terminated terminate the same by either party (a) immediately upon notice in writing, delivered or mailed, postage prepaid, to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall hereto and received not have been materially complied with and such failure to comply is not cured within ten less than ninety (1090) days after prior to the date of upon which such occurrence or (b) on 60 days’ written noticetermination will take effect. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, Fund will pay Custodian its fees and compensation due hereunder and its reimbursable disbursements, costs and expenses paid or incurred to such date and Fund shall (a) promptly deposit any and all funds designate a successor custodian by notice in its possession which were received from investors for writing to Custodian by the sale of Shares into termination date. In the appropriate escrow account or, if the Minimum Offering event no written order designating a successor custodian has been reacheddelivered to Custodian on or before the date when such termination becomes effective, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Managerthen Custodian may, at its sole expenseoption, may make deliver the securities, funds and retain copies properties of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering Fund to a party designated bank or trust company at the selection of Custodian, and meeting the qualifications for custodian set forth in the 1940 Act and having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report, or apply to a court of competent jurisdiction for the Company. Upon expiration appointment of a successor custodian or termination of this Agreementother proper relief, or take any other lawful action under the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationcircumstances; provided, however, that if Fund shall reimburse Custodian for its costs and expenses, including reasonable attorney's fees, incurred in connection therewith. Custodian will, upon termination of this Agreement and payment of all sums due to Custodian from Fund hereunder or otherwise, deliver to the Minimum Offering is not reached prior successor custodian so specified or appointed, or as specified by the court, at Custodian's office, all securities then held by Custodian hereunder, duly endorsed and in form for transfer, and all funds and other properties of Fund deposited with or held by Custodian hereunder, and Custodian will co-operate in effecting changes in book-entries at all Depositories. Upon delivery to a successor custodian or as specified by the court, Custodian will have no further obligations or liabilities under this Agreement. Thereafter such expiration or terminationsuccessor will be the successor custodian under this Agreement and will be entitled to reasonable compensation for its services. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to appoint a successor custodian, the Company Custodian shall not pay any be entitled to compensation as provided in the then-current fee schedule hereunder for its services during such compensation period as the Custodian retains possession of such securities, funds and reimbursements other properties, and the provisions of this Agreement relating to the Dealer Managerduties and obligations of the Custodian shall remain in full force and effect.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, howeveroffset by any losses suffered by the Company, that if any officer or director of the Minimum Offering is not reached prior to such expiration Company, any person or termination, firm which has signed the Registration Statement or any person who controls the Company shall not pay any such compensation and reimbursements to within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement.

Term and Termination. In any case, if not sooner terminatedThis Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement shall expire be automatically renewed for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 30 days prior to the close expiration date of business on the effective date that the Offering is terminatedcurrent term. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply CHECK COMMERCE at any time with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written noticenotice or as otherwise provided by the terms of this Agreement. In If Merchant wants to terminate the Agreement before the initial one-year term or any eventrenewal term has expired, Merchant shall give CHECK COMMERCE 30 days’ written notice of Merchant’s intent to terminate the Agreement. CHECK COMMERCE must approve the Merchant’s request for early termination in writing, which approval will not be unreasonably withheld. If CHECK COMMERCE does not provide such written approval, Merchant acknowledges and agrees that it will be charged an early termination fee of $500.00 or the amount mutually agreed upon in the Early Termination Fee section of the Agreement. Notwithstanding CHECK COMMERCE’S rights to cancel this Agreement shall be deemed suspended during any period as stated elsewhere in this Agreement, CHECK COMMERCE may also immediately terminate this Agreement and immediately suspend all processing for which the Dealer Manager’s license or registration Merchant without providing advance written notice to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, Merchant: (1) upon the request of CHECK COMMERCE’S ODFI or any regulatory agency (regardless of the reason for the request); (2) if CHECK COMMERCE, its ODFI or any regulatory agency believes that Merchant has breached this Agreement, has breached any representations and warranties made in this Agreement, is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if CHECK COMMERCE is unable to process transactions for Merchant for any reason that is out of CHECK COMMERCE’s control or CHECK COMMERCE no longer has the ability to process transactions for Merchant. Immediately upon termination of the Agreement, whether by expiration or otherwise and whether or not the Agreement was terminated for cause, CHECK COMMERCE’S obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Payment for any services rendered or any other obligation or liability owing at the time of termination shall not be affected by termination of this Agreement. At the time of termination, shall (a) promptly deposit any and CHECK COMMERCE will place all unsettled funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required due to be retained by the Dealer Manager pursuant settled into a Reserve Account to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained be released in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination RESERVE BALANCE paragraph of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any eventcase, if not sooner terminated, this Agreement shall be deemed suspended during any period for which expire at the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyclose of business on the effective date that the Offering is terminated. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Ongoing Class T Dealer Manager Fees and Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration5, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedProvider’s employment with UCP shall commence as of the Commencement Date and shall continue for a period of or until terminated as provided in this Agreement (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined herein), this Agreement shall expire at automatically renew for a term of one (1) year (each, a “Renewal Term” and, together with the close of business Initial Term, the “Term”). If Provider is unable to begin employment on the effective date that Commencement Date, UCP or the Offering is terminated. This Agreement UCP Department to which Provider was intended to be assigned, at their discretion, may be terminated either (i) postpone the Commencement Date for a period of time determined by either party UCP or the department; or (aii) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of terminate this Agreement or if any by giving written notice of the representationstermination to Provider, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, in which case this Agreement shall be deemed suspended null and void and UCP shall have no obligations under this Agreement or otherwise to Provider. Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement at any time, without cause and for any or no reason, provided that UCP must provide written notice of such termination to Provider not less than ninety (90) days prior to the effective date of such termination and provided that Provider must provide written notice of such termination to UCP not less than ninety (90) days prior to the effective date of such termination. UCP may, at its discretion, permit Provider to continue performing Provider’s job duties during the ninety (90) day notice period or terminate Provider’s services at any period time during the ninety (90) day notice period, provided that UCP continues Provider’s pay and benefits for which the Dealer Managerentire ninety (90) day notice period. Provider acknowledges that if Provider terminates Provider’s license employment with UCP, other than due to Provider’s death or registration disability or pursuant to act Section 4(d), without giving the required written notice of ninety (90) days, UCP’s damages shall be uncertain and difficult to ascertain and Provider shall pay to UCP on demand, as liquidated damages and not as a broker dealer penalty, an amount equal to Enter daily damages $ amount per day for each day less than the required ninety (90) days of written notice of termination which UCP is entitled to receive. This Agreement shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, terminate automatically upon the expiration or termination death of Provider. Notwithstanding anything in this Agreement to the contrary, UCP may immediately terminate Provider’s employment with UCP for cause by delivering written notice thereof to Provider. For purposes of this Agreement, “cause” shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orinclude, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver but not be limited to the Company all records and documents in its possession which relate to following: the Offering which are not designated as dealer copies. The Dealer Managersuspension, at its sole expensecurtailment, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderrevocation, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this AgreementProvider’s license to practice in any state, regardless of the pendency of any appeal of such suspension, curtailment, or revocation; or the suspension, curtailment, or revocation of Provider’s Drug Enforcement Administration Registration number; or any occurrence caused by Provider that adversely impacts UCP’s or UCPC’s ability to xxxx third party insurance for Provider’s Services; or the revocation, suspension, termination, or non-renewal of the Provider’s privileges at any hospital in which Provider is required to practice to carry out Providers’ employment responsibilities; with the exceptions of (A) voluntary termination or non-renewal not under threat of disciplinary action, and (B) temporary suspension due to minor violations of administrative rules; or failure to qualify for malpractice or general liability insurance; or the imposition of any sanctions, including exclusion, suspension, or other limitation, relating to Provider’s Medicare or Medicaid participation, except to the extent the conduct giving rise to such sanction is directed by UCP; or any inappropriate behavior by Provider which could subject UCP or Provider to a claim for discrimination or harassment by current or former employees or patients; or any failure by Provider to follow and comply with any applicable policy, rule or regulation of UCP, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation UCP Department to which Provider is assigned, any site where Provider provides Services, UCPC or UC Health, provided that such failure has continued for at least thirty (30) days after Provider has received written notification of the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationfailure; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.or

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its possession which relate to assignment, as defined in the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Intermediary Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. A. This Agreement shall be binding upon Merchant upon the earlier of Merchant’s execution or Merchant’s submitting a transaction to Processor. This Agreement shall only be binding upon Processor as of the earliest of (i) the date that Processor accepts this Agreement by issuing Merchant a Merchant Identification Number or (ii) Processor’s processing of any transaction submitted by Merchant. The initial term of this Agreement shall be for the time period specified in the Merchant Processing Agreement/Application, or elsewhere in this Agreement (“Initial Term”). In any casethe event no Initial Term is indicated in the Merchant Processing Agreement/Application or elsewhere in this Agreement, if not sooner terminatedthe Initial Term will be deemed to be thirty-six (36) months. After the expiration of the Initial Term, this Agreement shall expire at the close of business will automatically renew for successive 2 year terms, provided that if a different Renewal Term is set forth on the effective date Merchant Processing Agreement/Application, such Renewal Term will control (the “Renewal Term”) unless terminated as set forth below; provided that if automatic renewal of this Agreement for such terms violates the Offering is terminated. This Agreement may provisions of applicable law, the Renewal Term will be terminated by 30 days, shall automatically be renewed for periods equal to the Initial Term (each a “Renewal Term”), unless otherwise provided herein or unless either party (a) immediately upon gives written notice to the other party in at least thirty (30) days prior to the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any expiration of the representations, warranties, covenants then-current term of a party’s intention to terminate or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after renew the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyAgreement. In addition, the Dealer Managerthis Agreement may be terminated at any time by Processor, upon the expiration or termination without cause, on fifteen (15) days’ notice to Merchant. Termination of this AgreementAgreement does not terminate Merchant’s equipment lease, shall (a) promptly deposit which may be non- cancelable, it only terminates Merchant’s agreement with Processor with respect to Card processing and any and all funds in its possession which were received other electronic transactions that are settled through the Member Bank as designated on Merchant’s monthly statement from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerProcessor.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedThis Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement shall expire be automatically renewed for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 30 days prior to the close expiration date of business on the effective date that the Offering is terminatedcurrent term. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply BASE COMMERCE at any time with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written noticenotice or as otherwise provided by the terms of this Agreement. In If Merchant wants to terminate the Agreement before the initial one-year term or any eventrenewal term has expired, Merchant shall give BASE COMMERCE 30 days’ written notice of Merchant’s intent to terminate the Agreement. BASE COMMERCE must approve the Merchant’s request for early termination in writing, which approval will not be unreasonably withheld. If BASE COMMERCE does not provide such written approval, Merchant acknowledges and agrees that it will be charged an early termination fee of $500.00 or the amount mutually agreed upon in the Early Termination Fee section of the Agreement. Notwithstanding BASE COMMERCE’S rights to cancel this Agreement shall be deemed suspended during any period as stated elsewhere in this Agreement, BASE COMMERCE may also immediately terminate this Agreement and immediately suspend all processing for which the Dealer Manager’s license or registration Merchant without providing advance written notice to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, Merchant: (1) upon the request of BASE COMMERCE’S ODFI or any regulatory agency (regardless of the reason for the request); (2) if BASE COMMERCE, its ODFI or any regulatory agency believes that Merchant has breached this Agreement, has breached any representations and warranties made in this Agreement, is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if BASE COMMERCE is unable to process transactions for Merchant for any reason that is out of BASE COMMERCE’s control or BASE COMMERCE no longer has the ability to process transactions for Merchant. Immediately upon termination of the Agreement, whether by expiration or otherwise and whether or not the Agreement was terminated for cause, BASE COMMERCE’S obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Payment for any services rendered or any other obligation or liability owing at the time of termination shall not be affected by termination of this Agreement. At the time of termination, shall (a) promptly deposit any and BASE COMMERCE will place all unsettled funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required due to be retained by the Dealer Manager pursuant settled into a Reserve Account to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained be released in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination RESERVE BALANCE paragraph of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire at the close of business on is five (5) years after the effective date that ending on March 31, 2016 (the Offering is terminated“Expiration Date”), unless earlier terminated by Employer in Employer's sole discretion. This The term of this Agreement may be terminated “at will” by either party Employer at any time and for any reason or for no reason. In the event Employee shall be terminated by Employer without “Cause” (as defined below) Employer shall provide Employee with the compensation required by clauses (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision and (b) of Paragraph 2 of this Agreement or if any as of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten termination date for an eighteen (1018) days after month period (the “Severance Period”) following the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any plus all accrued but unpaid salary and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver vacation time to the Company all records and documents in its possession which relate to date of termination, with the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies salary portion of all such records and documents compensation payable at regular payroll intervals (less deductions required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderlaw), (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that the Severance Period shall not be extended beyond the Expiration Date. IT IS EXPRESSLY UNDERSTOOD AND AGREED that Employee need not mitigate damages during the Severance Period, but also that payment during the Severance period is expressly conditioned on a) Employee signing a release of all claims subject to the provisions of this Agreement, and b) Employee not competing with Company in children’s entertainment during the Severance Period, or soliciting, directly or indirectly, any Company employees to work elsewhere, or disparaging Company during the Severance Period, and if Employee does so, any and all obligation by Company to make Severance payments shall cease and become void. Further, upon termination of Employee without cause, any portion of the Minimum Offering Option not yet vested shall immediately be vested. Further, any bonus which would have been earned on the date of termination or within ninety (90) days after termination (earned for the purpose of this paragraph is not reached prior either the end of the calendar year or payable date, whichever provides Employee with greater benefit) would be deemed earned and payable upon the same payment schedule as provided in paragraph 2(b). Upon termination of Employee's employment with Employer for Cause, Employer shall be under no further obligation to Employee for salary or other compensation except to pay all accrued but unpaid salary and accrued vacation time to the date of termination thereof and to continue Employee’s benefits under paragraph 2 for a period of thirty (30) days. For purposes of this Agreement, “Cause” shall mean (i) conviction of a felony, or a misdemeanor where imprisonment is imposed, or (ii) Employee’s entering into any arrangement with or providing of any services to any company, business or person that produces or markets children’s or infant’s entertainment other than Pacific Entertainment Corporation and its controlled or controlling affiliates and successors, (iii) any act of fraud, embezzlement, or breach of fiduciary duty or duty of good faith to Employer, (iv) gross dereliction of duties, but only after written notice and a thirty (30) day chance to cure, unless such expiration a cure period would be fruitless, or termination(v) death or complete disability in excess of one hundred twenty (120) days causing an inability to perform duties, in accordance with law. Termination by Employee for Good Reason creates the same rights to Employee as if Employer terminated Employee without Cause. Termination by Employee for Good Reason is defined as a breach of this contract by Company, a substantial reduction in duties, responsibilities or authority, or being made to change location of work by more than thirty (30) miles, however Employee must give written notice and Company shall have thirty (30) days to cure. “Cause” shall not pay be triggered by a Change of Control. The Parties shall work together in good faith to alter the date of any such compensation and reimbursements payment to avoid any penalties under Section 409A of the Dealer ManagerInternal Revenue Code.

Term and Termination. In any case, if not sooner terminatedThis Agreement shall take effect from the Effective Date and shall continue to be in force for an initial period of 1 year[s] ("Initial Term”). A new 1-year Term shall commence upon the expiration of the Initial Term. This renewal and termination procedure shall apply for each subsequent 1-year Term after the Initial Term. Notwithstanding Clause 3.1, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated at any time in any of the following ways: on at least 3 months’ notice by Contractor to SeaRates; at any time by SeaRates on the expiry of 1 months’ notice to Contractor; or failure by either party (a) immediately upon notice Party to the other party in the event that the other party shall have materially failed to comply with any remedy a material provision breach of this Agreement which has not been remedied within 15 Days after notice of the breach has been served by the other party; immediately by either Party if the other Party enters into any form of insolvency, bankruptcy, receivership, administration, or ceases or threatens to cease to carry on its business, or passes a resolution for winding up, or is unable to pay its debts; if either Party due to an event of force majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the other Party may terminate this Agreement with immediate effect. ‘Material breach’ of this Agreement includes a breach of the Contractor’s insurance obligations, in accordance with Section 7; a failure by Contractor to pay claims when due, or a failure on the part of the Contractor to fulfil and deliver any of the representations, warranties, covenants or agreements of such party contained Services as defined herein shall not have been materially complied with on 3 occasions each month for 2 consecutive months and such failure to comply is not cured within ten (10) days after reoccurs in the date third consecutive month. Termination of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement for any reason whatsoever shall be deemed suspended during any period for without prejudice to the Parties' rights and obligations under the Agreement which have accrued prior to termination. The clauses and provisions of this Agreement which by their nature survive termination shall remain in full force and effect notwithstanding the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors Agreement for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copieswhatever reason. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in If this Agreement is terminated the Contractor shall prevent immediately return to SeaRates, on receipt of SeaRates’s written instruction, all SeaRates’s lists, operations manuals, technical guidelines, documents and/or property relating and/or belonging to SeaRates in the Dealer Manager from disclosing any such information Contractor’s possession. Should the Contractor fail to any regulatory authority asserting jurisdiction over make available the Dealer Manager. The Dealer Manager items within 14 (fourteen) Days of receipt of a written instruction as per 3.5 above, the Contractor shall use its reasonable best efforts to cooperate with compensate SeaRates the Company to accomplish any orderly transfer of management insured value of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageritems.

Term and Termination. In any case, if not sooner terminatedThe term of this Agreement shall commence on the Effective Date and continue until all subscriptions to Subscribed Products ordered pursuant to Appendix 1 have ended or have been terminated (the “Term”). At the close of such Term, this Agreement shall expire at will automatically renew for successive one-year terms, subject to appropriate adjustments to the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by fee section, unless either party (a) immediately upon gives notice to the other by the first day of August prior to the end of the then current term that it does not intend to renew. If either party in the event believes that the other party has materially breached any of its obligations, representations or warranties under this Agreement, it will notify the breaching party in writing. The breaching party will have thirty (30) days from receipt of such notice to cure the alleged breach and notify the other party of its cure in writing. If the alleged breach is not cured within the thirty-day period, the non-breaching party may, in its sole discretion, terminate this Agreement immediately upon written notice to the other party. The requirement of such notice and cure period shall have materially failed not apply to comply with a breach of Section 5 (failure to pay the subscription fee) or if ASME believes, in its sole good-faith judgment, that Subscriber has breached any material terms of Sections 2-3 (license terms and restrictions), in which case ASME reserves the right to immediately and without notice suspend access to and use of the Subscribed Products, or any portions thereof. Except as provided otherwise in this Agreement, no change, amendment or modification of any provision of this Agreement or if shall be valid unless set forth in a written instrument signed by both Parties. If at any of time in the representationsfuture, warrantiesASME decides to modify the terms on which it will offer access to the Subscribed Products, covenants or agreements of such party contained herein shall not have been materially complied it will provide Subscriber with and such failure to comply is not cured within ten sixty (1060) days after the date of such occurrence or (b) on 60 days’ written notice. In Subscriber may at any eventtime during that sixty (60) day period provide its written consent such amended terms to ASME via fax to 000-000-0000 or email to xxxxxxxxxxxxxxxxxxxxx@xxxx.xxx. If Subscriber fails to provide consent within the sixty (60) day period, this Agreement access to the Subscribed Products shall be deemed suspended during discontinued. Upon such discontinuation or termination by Subscriber pursuant to this Section 11(c), ASME will refund a pro-rated portion of Subscriber’s subscription fees paid for the applicable subscription year. Notwithstanding the foregoing, in ASME’s sole discretion and without prior notice or liability, ASME may discontinue, modify or alter any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyof its Subscribed Products. In addition, the Dealer Manager, upon the Upon expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver access to the Company all records Subscribed Products by Subscriber and documents in its possession which relate to the Offering which are not designated as dealer copiesAuthorized Users terminates immediately. The Dealer Manager, at its sole expense, may make and retain Paper copies of all such records and documents required to content from Subscribed Products may be retained by the Dealer Manager pursuant to (i) Federal Subscriber and state securities laws Authorized Users and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained used in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish Permitted Uses described in Section 2. Subscriber must, upon termination, delete from all of its Authorized Facilities all electronic copies of Content, including any orderly transfer of management of the Offering to a party designated by the Companylibrary e-reserve copies or their commercial institution equivalents. Upon expiration or termination of this Agreement, the Company shall pay following provisions of this Agreement survive: Sections 2-3, 7-10, and any provision that by its terms contemplates survival. Usage rights of lapsed subscribers. ASME acknowledges that the long-term preservation of content published during the term and licensed hereunder is of importance to Subscriber. ASME will use commercially reasonable efforts to retain in an electronic archive all information licensed hereunder. Subject to a nominal access fee charged by ASME or its third-party service provider, a Subscriber whose subscription has lapsed (“Former Subscriber”) will be given the option to maintain online access to the Dealer Manager all earned but unpaid compensation content published during the term for which a paid subscription was maintained. Failure of Performance Once ASME makes the Subscribed Products available, the Subscriber and reimbursement Authorized Users may attempt online access to the Subscribed Products at any time. ASME is not liable for all incurredany claims arising out of any loss, accountable compensation to which injury, liability or damage of any kind resulting from the Dealer Manager is or becomes entitled under Section 5 unavailability of this Agreement, including but not limited the Subscribed Products due to any Distribution Feesdelay, pursuant downtime, transmission error, software or equipment incompatibilities, force majeure event (such as any act of God or government, fire, natural disaster, labor stoppage, war or terrorism, failure of communications systems or power systems) or any other disruption or failure of performance. If the Subscribed Products fail to operate in any material respect, Subscriber shall immediately notify ASME and ASME will use commercially reasonable efforts to correct any material performance problem brought to its attention. ASME may temporarily suspend access to the requirements Subscribed Products when repair, modification, or improvement to its system or services is necessary. Disclaimer of that Section 5 at such times as such amounts become payable pursuant to the terms Warranties THE SUBSCRIBED PRODUCTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASME DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIBED PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, COMPLIANCE WITH ANY COMPUTATIONAL PROCESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE HAS BEEN DISCLOSED. ASME MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER TYPE OF MALICIOUS COMPUTER PROGRAM. Limitation of such Section 5 without acceleration; providedLiability ASME AND ITS DIRECTORS, howeverOFFICERS, that if the Minimum Offering is not reached prior to such expiration or terminationEMPLOYEES, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerMEMBERS AND AGENTS ARE NOT LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, DATA OR GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THE GRANT OF RIGHTS SET FORTH IN THIS AGREEMENT, SUBSCRIBER’S OR AN AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE SUBSCRIBED PRODUCTS, ASME’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT BY ASME, EVEN IF ASME IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ASME FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO ASME FOR THE SUBSCRIBED PRODUCTS SUBSCRIPTION FOR THE SUBSCRIPTION YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER THAT LIABILITY IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES APPLIES REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NO CLAIM MAY BE MADE AGAINST ASME UNLESS (1) SUIT IS FILED THEREON WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM AND (2) THE AMOUNT OF SUCH CLAIM EXCEEDS $25.00.

Term and Termination. Choose the proper dates / number of days below. This Agreement will commence on Effective Date (the “Effective Date”) and end End Date. This Agreement may be terminated for convenience by either Party with or without cause upon thirty (30) days prior written notice to the other Party. In the event of termination without cause, University shall pay the Contractor any caseundisputed amounts not previously paid for Services actually performed in accordance with specifications in the Engagement, if not sooner terminated, up to the date of termination. Performance of this Agreement is contingent upon the availability of appropriated funds from the Texas State Legislature or allocation of funds by the TWU Board of Regents. University shall expire have the right to cancel the Agreement at the close end of business the current fiscal year if funds are not allotted by the Board for the next fiscal year to continue the Agreement or funds are not appropriated by the Legislature. If funds are withdrawn or do not become available, University reserves the right to terminate the Agreement by giving the Contractor a ten (10) day written notice of cancellation without penalty. Upon cancellation, University shall be responsible only for payment for services actually performed up to the date of termination. The TWU fiscal year begins on the effective date that the Offering is terminatedSeptember 1 and ends on August 31st. This Agreement may be terminated by either party (a) immediately upon notice to the other party Party in the event that of breach of this Agreement by the other party shall have materially failed non-terminating party. A breach occurs when either Party fails to perform its obligations under this Agreement or fails to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination terms of this Agreement. In the event of a breach, the Party claiming such breach shall (a) promptly deposit any and all funds in its possession which were received from investors provide the other Party with written notice of such breach setting forth the basis for the sale such claim of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesbreach. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by breaching Party shall have reasonable opportunity or thirty (30) days from the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management receipt of the Offering notice of breach, whichever is shorter, to cure such breach. If the breaching Party fails to cure the breach within a party designated by reasonable time, not to exceed thirty (30) days of receipt of the Company. Upon expiration or termination of this Agreementnotice, the Company aggrieved Party shall pay have the right to terminate the Dealer Manager all earned but unpaid compensation Agreement immediately and reimbursement pursue any remedies available under law for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 breach of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements contract This contract may be renewed by written consent of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerboth parties.

Term and Termination. In any caseThis Agreement will commence on the Effective Date and shall terminate three (3) years thereafter (the “Term”), if not unless sooner terminated. During the Term, this Agreement shall expire at PRISM and Client may enter into one or more Schedules relating to the close of business on the effective date that the Offering is terminatedServices (each, a “Schedule”). This Agreement and any Schedule hereto may be terminated by either party with sixty (a60) immediately upon days’ prior written notice to the other party in the event that the other party shall have materially failed to comply with party. In addition, PRISM may terminate this Agreement, including any material provision of this Agreement or if any of the representationsSchedule hereto, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within upon ten (10) days after the date of such occurrence or (b) on 60 days’ prior written notice. In notice if Client (i) has materially breached any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination term of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account Schedule, or, if applicable, the Minimum Offering has been reached, into such other account as the Company may designate; Terms and (b) promptly deliver to the Company all records Conditions and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) has failed to cure such breach within the applicable rules ten-day notice period. Upon any event of FINRA termination, PRISM will be reimbursed by Client for all costs and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained non-cancelable commitments incurred by PRISM on behalf of Client for which PRISM has not yet been paid. Payment. Client agrees to pay PRISM in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companypayment terms set forth in Schedule A. Publicity. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company Client shall not pay use the name of PRISM or University in connection with any such compensation and reimbursements to products, promotion or advertising without the Dealer Managerprior written permission of University. Disclaimer of Warranties. ALL DATA, INVENTIONS, DISCOVERIES, COPYRIGHTABLE WORKS, SOFTWARE, TANGIBLE MATERIALS AND INFORMATION THAT ARE CONCEIVED OF, FIRST REDUCED TO PRACTICE, COLLECTED OR CREATED IN THE PERFORMANCE OF THE SERVICES BY PRISM (“RESEARCH RESULTS”) ARE PROVIDED AS IS. PRISM, UNIVERSITY AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES JOINTLY AND SEVERALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR ARISING BY OPERATION OF LAW, REGARDING RESEARCH RESULTS THAT MAY BE CONTEMPLATED, ANTICIPATED OR DEVELOPED BY EITHER OR BOTH PARTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL VALUE AND/OR FREEDOM OF RESEARCH RESULTS FROM INFRINGEMENT OF ANY PATENT, COPYRIGHT, OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire at commence upon the close of business on the effective date that the Offering it is terminatedlast signed by a party hereto, and shall continue for one (1) year unless terminated sooner. This Either party may terminate this Agreement may be terminated by either party upon fifteen (a15) immediately upon days prior written notice to the other party in other. All reasonable costs and non-cancelable obligations incurred by Vanderbilt at the event that time of said termination shall be reimbursed by Purchaser. At the other party request of Purchaser, all unused Purchaser-provided materials shall have materially failed either be destroyed by Vanderbilt or returned to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticePurchaser. In any event, this Agreement Vanderbilt Status: Vanderbilt shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act be and shall be an independent contractor under this Agreement. Limited Warranty: Vanderbilt provides Products as a broker dealer service to the research community. VANDERBILT MAKES NO WARRANTIES REGARDING PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR USE OR A PARTICULAR PURPOSE. If Vanderbilt includes a written certificate of analysis describing specific characteristics of material developed by Vanderbilt, Vanderbilt warrants only that such material meets the certificate of analysis when properly used and stored. Restrictions on Use and Transfer; Indemnity: PRODUCTS ARE FOR RESEARCH USE ONLY AND NOT FOR USE IN OR WITH HUMAN SUBJECTS. Purchaser acknowledges and agrees that Vanderbilt does not comply with and Products will not be produced in accordance with requirements of 21 CFR Part 58, Good Laboratory Practice for Nonclinical Laboratory Studies. Products shall be revoked used solely for teaching or suspended non-commercial research purposes exclusively by Purchaser. Products shall not be resold, transferred or conveyed to any federalother party without Vanderbilt’s prior written consent. Purchaser agrees to indemnify and hold harmless Vanderbilt, self-regulatory its officers, employees and agents against any claims and costs (including counsel fees) arising out of Purchaser’s sale or state agency. In additiondistribution of Products or any commercial products or services developed in reliance on Products, the Dealer Manager, upon and this indemnity obligation shall survive the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Board, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Distribution Manager. The Dealer Manager shall use This Agreement will automatically terminate in the event of its reasonable best efforts to cooperate with assignment, as defined in the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Distribution Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Distribution Manager under Section 4.b. herein, and (b) the Distribution Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Distribution Manager. The Distribution Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written noticenotice to the Managing Dealer or the Adviser. In any eventThis Agreement will automatically terminate in the event of its assignment, this Agreement shall be deemed suspended during any period for which as defined in the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency1940 Act. In addition, the Dealer Manager, upon the Upon expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for except as set forth below, prior to 15-month anniversary of the sale of Shares into the appropriate escrow account ordate hereof, if the Minimum Offering has been reached, into such other account as the Company may designate; shall pay to the Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and (b) reimbursement for all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Fixed Managing Dealer Fee through such termination date, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the Managing Dealer shall promptly deliver to the Company all records and documents in its possession which that relate to the Offering which are not designated other than as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required by law to be retained by the Managing Dealer. Managing Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company to accomplish any an orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement, if subject to earlier termination in accordance with its terms, shall continue until it is terminated either by Data Recipient on not sooner terminatedless than 30 days’ written notice to Cboe or by Cboe on not less than 60 days’ written notice to Data Recipient. Notwithstanding the foregoing, the right to receive or use the Data may be suspended (in whole or in part) or this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon written notice to the other party by Cboe in the event that the other party shall have materially failed (a) Data Recipient is not permitted or not able to comply with receive or Cboe is prevented from disseminating Data, or any material provision of part thereof; (b) any representation, warranty, or certification made by Data Recipient in this Agreement or if in any other document furnished by Data Recipient is, as of the representationstime made or furnished, warranties, materially false or misleading; (c) Data Recipient’s actions or omissions result in a default of its obligations or covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, under this Agreement shall be deemed suspended during or in a breach of any period for which the Dealer Manager’s license representation, warranty, certification, or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination other provision of this Agreement, shall which is material to Cboe or a Cboe Affiliate for regulatory, commercial or other reasons, after Cboe has notified Data Recipient in writing that such action constitutes a default or breach hereunder and has not been cured within 30 days of receipt of such notification by Cboe; (d) Data Recipient becomes subject to trade sanctions issued by the United States or other national or international governmental entity; (e) Cboe, in its sole reasonable discretion, determines that any failure on the part of Data Recipient to comply with this Agreement has or is likely to have a materially adverse impact on the operation or performance of any Cboe System, Data, or Cboe Affiliate, or is likely to cause disproportionate harm to Cboe’s or a Cboe Affiliate’s interests should termination be delayed; or (f) the Data Recipient is the subject of an Insolvency Event. The following Sections will survive the termination or expiration of this Agreement for any reason: (a) promptly deposit any Sections 1, 5-8, 10-19, 21, 22, 24-27, 29, and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; 30 and (b) promptly deliver any other provision expressly stated to the Company all records survive. Any terms and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management conditions of the Offering Additional Agreements incorporated herein by reference which by their terms are stated to a party designated by survive the Company. Upon termination or expiration of such Additional Agreements shall survive the termination or termination expiration of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 4 of this Agreement, including but not limited to any Distribution Feesdistribution fees, pursuant to the requirements of that Section 5 4 at such times as such amounts become payable pursuant to the terms of such Section 5 4 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated(a) Subject to Section 12(b), this Agreement shall expire at the close of business terminate on the effective date that earliest to occur of (i) the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any election of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, selfSub-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of the Initial Term of the Management Agreement, to terminate this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules termination of FINRA and the Management Agreement by the REIT, or (iii) the NASAA REIT Guidelines, effective date of the removal of the Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the Company shall pay to REIT or any of its Affiliates, on the Dealer one hand, and the Manager all earned but unpaid compensation and reimbursement for all incurredor any Member Manager, accountable compensation to which on the Dealer Manager is or becomes entitled under Section 5 of this Agreementother hand, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 5 without acceleration9(a), the Termination Date shall be deemed not to have occurred; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or any of its Affiliates. The applicable Member, or the Members, as may be the case, shall cause the applicable Member Manager, if the Minimum Offering it is not reached prior the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall enter into good faith negotiations with regard to any such appropriate amendments and the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the second anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Shareholder Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Fund (as defined in the 1940 Act), warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its possession which relate to assignment, as defined in the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company Fund shall pay to the Dealer Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Intermediary Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, howeveroffset by any losses suffered by the Fund or any officer or director of the Fund arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, that if and (b) the Minimum Offering is not reached prior to such expiration or termination, the Company Intermediary Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire be for five years from the Effective Date unless sooner terminated by Customer or PG&E as permitted by this Agreement. Each party may terminate this Agreement or any Accepted Proposal at any time for convenience by giving the close of business on other party 5 days written notice, provided, however, that any such termination shall neither affect PG&E’s obligation to perform under any Accepted Proposals during the 5 day notice period, nor Customer’s obligation to pay PG&E for material procured or services rendered under any Accepted Proposal through the effective date that of termination, including during the Offering is terminated5- day notice period. This Agreement may be terminated Termination of any individual Accepted Proposal by either party (a) immediately shall not affect the continued validity of this Agreement or of any other Accepted Proposals. Additionally, each party may terminate this Agreement and any then-outstanding Accepted Proposals upon written notice to the other party if the other party: (i) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within seven days after receipt of written notice of such default; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise. Also, PG&E may terminate this Agreement immediately and without prior notice in the event that the other party shall have materially failed California Public Utilities Commission issues a ruling or order prohibiting or otherwise preventing PG&E from fulfilling, or substantially interfering with PG&E’s ability to comply with any material provision fulfill, its obligations under this Agreement, or finding that this Agreement is contrary to the policies of the California Public Utilities Commission. The following Sections of this Agreement shall survive expiration, cancellation or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or other termination of this Agreement: 4 Fees, shall (a) promptly deposit any 5 Limited Warranties, 6 Customer Responsibilities, 7 Data, 9 Limitation of Liability and all funds in its possession which were received from investors for 11 General. Any other provisions of this Agreement that would generally be construed as intended to survive the sale expiration, cancellation or other termination of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any also survive such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration expiration, cancellation or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or other termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedSubject to Clauses 15.2 to 15.5, this Agreement Licence shall expire at commence upon the close Start Date of business on the effective date that Order, and shall continue, unless terminated earlier in accordance with this Clause 15, until the Offering is terminatedexpiry of the Participation Period. This Agreement may be terminated by Without affecting any other right or remedy available to it, either party (a) immediately upon may terminate this Licence with immediate effect by giving written notice to the other party in the event that if: the other party shall have materially failed becomes insolvent, admits insolvency or a general inability to comply with pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; the other party commits a material provision or persistent breach of any term of this Agreement or Licence which breach is irremediable or, if any such breach is remediable, fails to remedy that breach within a period of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten sixty (1060) days after being notified in writing to do so. Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of such occurrence Clause 4 (Restrictions) or Clause 8.1 (bResponsibility of Institution) on 60 days’ written noticeand fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. In any event, this Agreement For the avoidance of doubt the Institution shall not be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination in breach of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for Licence on the sale grounds that an act of Shares into the appropriate escrow account oran Authorised User, if carried out by the Minimum Offering has Institution, would have been reacheda breach of this Licence, into such other account as the Company may designate; and (b) promptly deliver without prejudice to any express obligations applicable to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in Institution under this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerLicence.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business will take effect on the effective date that Effective Date and terminate automatically upon completion by DESIGN FIRM of the Offering is terminatedDesign Services required by this Agreement. This Agreement may be terminated by either party CLIENT, in writing, only under the following circumstances: - CLIENT shall remain liable for all outstanding obligations owed to DESIGN FIRM and to third parties for services and/or merchandise then on order as of the termination date. - CLIENT shall reimburse DESIGN FIRM for all out-of-pocket expenses incurred by DESIGN FIRM in connection with your Project and compensate DESIGN FIRM for all services performed by DESIGN FIRM up to and including the date of termination, irrespective of the payment schedule outlined in this Agreement. - CLIENT expressly agrees to take no action that is intended or would reasonably be expected to harm DESIGN FIRM’s reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to DESIGN FIRM or which would disparage DESIGN FIRM in any way. - CLIENT shall have the right to use DESIGN FIRM’s Project Documents provided: (1) CLIENT agrees to indemnify and hold DESIGN FIRM harmless from and against any and all costs, claims or expenses, including reasonable attorneys' fees and related costs, arising out of or relating in any manner to CLIENT’s subsequent use of the Project Documents; (2) CLIENT releases DESIGN FIRM from any further obligations under this Agreement; and (3) CLIENT does not permit any other person, firm or entity to claim design credit for any work prepared by DESIGN FIRM prior to the date of termination. This Agreement may be terminated by DESIGN FIRM for cause if Client: (a) immediately upon notice to becomes insolvent, files a petition in bankruptcy, and/or makes an assignment for the other party in the event that the other party shall have materially failed to comply with any material provision benefit of this Agreement its creditors; or if (b) breaches any of the representationsClient’s material responsibilities or obligations under this Agreement, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply which breach is not cured remedied within ten (10) days after from receipt of written notice of such breach. In the event of such a termination, in addition to any other remedies available to it by law, DESIGN FIRM shall be entitled to compensation for any and all of the services performed through the date of such occurrence or (b) on 60 days’ written notice. In termination and Client shall not have any event, rights to use any deliverables from DESIGN FIRM under this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, except upon the expiration or written consent from DESIGN FIRM provided after termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerpayment.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at will commence on the close of business on date that You click the “Accept” button (unless a different effective date is specified in the Order Form in which case the effective date that in the Offering is terminated. This Agreement may be Order Form will apply as the start date for the Agreement) and will remain in effect for the period for which You have paid for the Services (“Term”), unless earlier terminated by either party You or Actian as provided below in this Section. If You are accessing trial or beta versions of the Service under Section 1 above, the Term will automatically terminate at the end of the applicable trial or beta period specified by Actian, or if no trial or beta period is specified by Actian, then thirty (30) days from the date that You click the “Accept” button. You may terminate this Agreement at any time with at least thirty (30) days prior written notice. However, in the case of such termination by You, all Fees paid by You under this Agreement are nonrefundable, including, but not limited to, any portion of fees paid in advance by You for the Services. Also, such termination by You shall not relieve You of Your obligation to pay any Fees accrued or payable to Actian relating to the Services prior to the effective date of termination, and You shall immediately pay to Actian all such Fees upon the effective date of termination. Without limiting any other remedies available to it, Actian may immediately suspend access to the Services and/or terminate this Agreement if: (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with You breach any material provision of this Agreement or that, (if any it is capable of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply being cured) is not cured within ten fifteen (1015) days after the date of such occurrence or from written notice to You; (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period Actian determines that Your actions are likely to cause legal liability for which Actian or its suppliers and other customers; c) Your use of the Dealer Manager’s license Services disrupts or registration to act as poses a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver security risk to the Company all records and documents in its possession which relate to Services or any other customer or may harm the Offering which CSV network or Actian’s network; (d) You are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies using the Services for fraudulent or illegal activities; (e) Actian’s continued provision of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering Services is prohibited by applicable law; or (f) CSV terminates its agreement to a party designated by provide Actian the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerCSV services.

Term and Termination. In any caseThis Agreement commences on the Effective Date and shall continue in force until the earlier of: completion of final Clinical Study Report and the final payment under this Agreement; or early termination in accordance with clauses 12.2, if not sooner terminated, 12.3 or 12.5 of this Agreement; Each Party may terminate this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon written notice to the other party Parties with immediate effect in the event following events: if the approval by the Ethics Committee in charge of the Clinical Trial is not granted or irrevocably revoked; if it can be reasonably concluded that the other party shall have materially failed Clinical Trial must be terminated in the interests of the health of the Clinical Trial Subjects; If it becomes apparent, following confirmation of the Ethics Committee or the Independent Committee, that continuation of the Clinical Trial cannot serve a scientific purpose, and this is notified to the Ethics Committee; if the Sponsor and/or the Institution and/or the Principal Investigator become or are declared insolvent or a petition in bankruptcy has been filed against it or if one of them is dissolved; if circumstances beyond a Party’s control occur that render continuation of the Clinical Trial unreasonable as outlined in Clause 16; if one of the Parties fails to comply with any material provision the obligations arising from the Agreement and, if capable of this Agreement or if any remedy, is not remedied within 30 days after receipt of written notice from the representationsother Party specifying the non-compliance and requiring its remedy, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such unless failure to comply is not cured within ten (10) days after in reasonable proportion to the date premature termination of such occurrence or (b) on 60 days’ written noticethe Clinical Trial. In any event, Sponsor and/or CRO may terminate this Agreement shall be deemed suspended during any period if the Principal Investigator is no longer able (for which the Dealer Manager’s license or registration whatever reason) to act as a broker dealer shall be revoked or suspended by any federalPrincipal Investigator and no mutually acceptable replacement has been found in accordance with Clause 2.3, self-regulatory or state agencyprovided that the Sponsor will not unreasonably withhold its approval of the proposed replacement of Principal Investigator. In additionall circumstances causing the early termination of this Agreement pursuant to clauses 12.2 or 12.3 above, the Dealer Manager, upon Sponsor shall confer with the expiration Principal Investigator and use their best endeavours to minimise any inconvenience or harm to Clinical Trial Subjects caused by the premature termination of the Clinical Trial. Parties agree that in case of early termination of this Agreement, shall (a) promptly deposit any they will in good faith make arrangements concerning the continuation of the treatment of the enrolled patients if such is in their medical best interest. Up until a Clinical Trial Subject has signed the ICF, Sponsor and/or CRO may terminate this Agreement upon written notification to the Principal Investigator and all funds the Institution, with immediate effect, in its possession which were received from investors the following events: for lack of recruitment at the sale Trial Site in case the Clinical Trial is conducted at one Site only; or in case of Shares into the appropriate escrow account ora multicentre trial, if termination at the Minimum Offering has been reachedTrial Site does not affect performance of the Protocol. Upon notice of termination of this Agreement, into such other account as the Company may designate; Site Parties will not recruit and/or enroll additional Clinical Trial subjects, and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to will cooperate with the Company to accomplish any Sponsor in the orderly transfer of management discontinuation of the Offering Clinical Trial, including, without limitation, discontinuing Investigational Product as soon as medically appropriate, allowing Sponsor and/or CRO access to a party designated records and facilities as required for Clinical Trial close-out procedures at mutually agreed times, and requiring Principal Investigator to complete any actions required by the Companyrole Principal Investigator. Upon expiration or In case of early termination of this Agreement, the Company financial provisions of 13.3 and 13.4 shall pay apply. At close-out of the Trial Site following termination or expiration of this Agreement the Parties shall upon request immediately deliver to the Dealer Manager other Party all earned but unpaid compensation and reimbursement Confidential Information, except for all incurred, accountable compensation copies to which be retained in order to comply with Institution’s archiving obligations or for evidential purposes. Furthermore the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant Site Parties shall immediately deliver to the requirements of that Section 5 at such times as such amounts become payable Sponsor any equipment provided to them pursuant to the terms and conditions of such Section 5 Annex 5. Termination of this Agreement will be without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements prejudice to the Dealer Manageraccrued rights and liabilities of the Parties under this Agreement.

Term and Termination. In any case▪ This Agreement shall be effective on the date hereof and shall continue, if not unless terminated sooner terminatedin accordance with Clause 2.4(b), until the Completion Date. ▪ Either Party may terminate this Agreement shall expire at upon notice in writing if: ▪ The other is in breach of any material obligation contained in this Agreement, which is not remedied (if the close same is capable of business on being remedied) within 30 days of written notice from the effective date that other Party so to do; or ▪ A voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the Offering other Party's assets or an undertaking or a resolution or petition to wind up the other Party is terminated. This Agreement may be terminated by passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party (a) immediately upon notice or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other party in the event that the other party shall have materially failed to comply with any material provision Party. ▪ Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or if liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Relationship of the representationsParties ▪ The Parties acknowledge and agree that the Services performed by the Service Provider, warrantiesits employees, covenants agents or agreements of such party contained herein sub-contractors shall not have been materially complied with be as an independent contractor and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, that nothing in this Agreement shall be deemed suspended during to constitute a partnership, joint venture, agency relationship or otherwise between the parties. Confidentiality ▪ Neither Party will use, copy, adapt, alter or part with possession of any period for information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds recipient can prove was in its possession at the date it was received or obtained or which were received the recipient obtains from investors some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the sale of Shares into the appropriate escrow account orrecipient. Notices ▪ Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, if the Minimum Offering has been reachedfirst class post, into such other account as the Company may designate; and (b) promptly deliver facsimile transmission or electronic mail to the Company all records and documents in its possession which relate to address of the Offering which are not designated other Party as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained specified in this Agreement shall prevent or any other address notified in writing to the Dealer Manager from disclosing other Party. Subject to any applicable local law provisions to the contrary, any such information communication shall be deemed to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay have been made to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurredother Party, accountable compensation to which if delivered by: ▪ First class post, 2 days from the Dealer Manager is date of posting; ▪ Hand or becomes entitled under Section 5 of this Agreementby facsimile transmission, including but not limited to any Distribution Fees, pursuant to on the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms date of such Section 5 without accelerationdelivery or transmission; providedand ▪ Electronic mail, however, that if when the Minimum Offering is not reached prior to Party sending such expiration or termination, the Company shall not pay any communication receives confirmation of such compensation and reimbursements to the Dealer Managerdelivery by electronic mail.

Term and Termination. In any case, if not sooner terminated, The “Term” of this Agreement shall expire will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be performed on the schedule described in the RFP; if the Services are not completed within such time, at the close written request of business YHI, the Term will be extended for six (6) additional months. Thereafter, the Term will renew to the extent the parties agree in writing on the effective date that the Offering is terminatedany such renewal. This Either party may terminate this Agreement may be terminated by either party (a) immediately upon notice to if the other party breaches any of its obligations hereunder and fails to cure such breach within seven (7) days after notice from the non-breaching party. YHI may terminate this Agreement, in whole or in part, in the event that the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other party shall have materially failed statute of any state relating to comply with any material provision of this Agreement insolvency or if any the protection of the representations, warranties, covenants rights or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within creditors. YHI may terminate any or all Services without any reason on at least ten (10) days after advance written notice. The parties understand that the date YHI is an independent body corporate and politic established by Idaho Code § 41-6101 et seq. According to Idaho law, YHI will be financially self-supporting and will not request any financial support from the State of such occurrence Idaho and will not have the power to tax or encumber assets of the State of Idaho. The obligations of YHI are not those of the State of Idaho. It is expressly understood and agreed that the obligation to proceed under this Agreement is conditioned upon YHI' s receipt of federal funds. YHI may terminate this Agreement pursuant if sufficient federal funds are not received as anticipated by YHI. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services prior to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (and any other applicable person or entity) of a release of all claims relating to YHI and the Services, and any certificates of originality or other documents required by YHI documenting its ownership of all Deliverables and IP Rights therein, (b) on 60 days’ written noticeContractor will immediately deliver to YHI or, if directed by YHI, to a third party, all work then in process, and (c) Contractor will provide reasonable assistance requested by YHI to transition each Project, including execution of documents, and to the extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in fact to execute such documents and assign such subcontracts). In any event, The obligations under the following Sections of this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or will survive termination of this AgreementAgreement for any reason whatsoever: 5, shall (a) promptly deposit any 7-14, 16-20, and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager23.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this This Agreement shall be deemed suspended during any period for which terminate on the Dealer Manager’s license or registration earliest to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination occur of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderfifth anniversary of the closing of the Merger, (ii) the applicable rules termination of FINRA and the Management Agreement by Company, or (iii) the NASAA REIT Guidelines, effective date of the removal of the Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. If, in the event of a termination pursuant to clause (ii) above, the Company or any of its Affiliates, on the one hand, and the Manager or any Pine River Manager, on the other hand, enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 9(a), the Termination Date shall pay be deemed not to have occurred. Pine River Capital shall cause the applicable Pine River Manager, if it is not the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Pine River Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Pine River Manager shall enter into good faith negotiations with regard to any such appropriate amendments and Pine River Capital shall cause the Pine River Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event Pine River Capital will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the Dealer Manager all earned but unpaid compensation and reimbursement accrual for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 payment of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior Pine River Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business be on the effective date that the Offering is terminated. This Agreement may a month-to-month basis and shall be terminated cancelable by either party (a) immediately at any time for any reason upon notice to the other party in accordance with Section 28 (Electronic Communications and Other Notices). When Merchant cancels the event Services or terminates its account, any pending transactions may be cancelled. Any funds that Provider or the Bank are holding in custody for Merchant at the time of closure, less any applicable Fees and other party shall liabilities of Merchant, will be paid to Merchant according to the Merchant payment schedule, assuming all payout-related authentication requirements have materially failed to comply with any material provision of this been fulfilled. If a Chargeback investigation is pending at the time Merchant terminates the Merchant Agreement or if any Provider deems there is a potential for Chargebacks, Provider may hold Merchant funds as described above. If it is later determined that Xxxxxxxx is entitled to some or all of the representationsfunds in dispute, warranties, covenants Provider will release those funds to Merchant. Bank may also withhold such funds pending investigation of Merchant transactions or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticepotential liabilities hereunder. In any eventaddition to our rights to terminate this Agreement, this Agreement shall be deemed suspended during any period for which Provider may also suspend the Dealer ManagerMerchant Account and Merchant’s license or registration access to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, such Account if Merchant (i) has violated the Dealer Manager, upon the expiration or termination terms of this Agreement, or any other agreement you have with us; (ii) poses an unacceptable credit or fraud risk to us, Processor or Bank; or (iii) provides any false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct. If this Agreement is terminated, you agree: (i) to continue to be bound by the terms of this Agreement that survive termination; (ii) to immediately stop using the Services and the Account; (iii) that the license provided under this Agreement shall end; (aiv) promptly deposit that Provider reserves the right (but has no obligation) to delete all of Merchant’s information and Account data stored on our servers after a reasonable period of time (but also reserves the right to retain copies thereof for up to five (5) years); and (v) that Provider shall not be liable to you or any third party on account of our termination of Merchant’s access to the Services or the Merchant Account or for deletion of Merchant’s information or Account data. On any termination hereof, Merchant shall remain liable hereunder for any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration Fees or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached costs accrued prior to such expiration or terminationfollowing termination and any other amounts owed by Merchant to Provider, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerProcessor, Bank or a Payment Network.

Term and Termination. In any caseUnless otherwise specified in an Exhibit, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this each Service Agreement shall be deemed suspended during any valid for a period of one (1) year from the date last signed by the Parties and will automatically renew for which an additional one-year period with paid invoice at the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, selfend of the first year and at the end of each subsequent one-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesyear period. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained general terms in this Agreement shall prevent remain in effect throughout each subsequent renewal period unless new terms are provided by Seller. (A) Either Party may terminate this Agreement for convenience with written notice ninety (90) days prior to the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management anniversary date of the Offering renewal at no additional cost to Buyer. Should Buyer terminate the Agreement with written notice ninety (90) days prior to the anniversary date of the renewal, Buyer shall not receive any monies in a refund and/or credit for any unused portion of the cancelled subscription. (B) Should Buyer terminate the Agreement for convenience at any time other than provided in Section 3(A), Buyer shall not receive any monies in a refund and/or credit for any unused portion of the cancelled subscription. (C) Either Seller or Buyer can terminate this Agreement should any party designated by materially fail to perform or observe any covenant, condition, or agreement to be performed or observed and such failure is not corrected or diligently prosecuted within ninety (90) days after written notice thereof. Should either Seller or Buyer terminate this Agreement, Buyer shall not receive any monies in a refund and/or credit for any unused portion of the Companycancelled subscription. (D) Upon expiration or termination of this AgreementAgreement for any reason and at any time whatsoever, the Company licenses granted shall pay immediately terminate and Buyer shall cease to have any rights or licenses whatsoever to use the Aircraft Information Services. (E) In the event of termination, Buyer shall be responsible for payment of all usage charges incurred for any Service up to the Dealer Manager all earned but date of termination. Seller is entitled to collect on any unpaid compensation invoices and reimbursement for all incurred, accountable compensation Buyer shall be obligated to which pay the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at unpaid portion stated on such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageroutstanding invoices.

Term and Termination. In The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any caseof this Agreement’s express provisions, if not sooner terminatedwill continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall expire at terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the close of business on the effective date that the Offering is terminatedEscrow Funds. This Notwithstanding, NCPS may terminate this Agreement may be terminated by either party for cause immediately without notice to Issuer Party upon: (a) immediately upon notice to the other party in the event fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that the other party shall have materially failed to comply with may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material provision breach by Issuer Party of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply breach is not cured within ten 10 days of receipt of written notice thereof (10) days after to the date of such occurrence extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (bd) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on 60 a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written noticenotice to each other Party. In any event, No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be deemed suspended during any period for which the Dealer Managerpaid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s license invoice therefor or registration to act as a broker dealer shall be revoked otherwise set forth in Exhibit B, Section 9 or suspended by any federal, self-regulatory or state agencySection 10. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, Issuer Party shall (a) promptly deposit remove any and all funds references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate connection with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageroffering.

Term and Termination. In any caseThe initial term of this Agreement shall begin on the date of this Agreement as set forth above, if not and shall continue for a period of one year from that date, unless terminated sooner terminatedpursuant to the provisions of this Agreement. Upon expiration of the initial term, this Agreement shall expire automatically renew on the same terms and conditions for successive one-year periods, unless terminated: In writing, by certified mail, return receipt requested, at the close of business on address set forth as the effective date that the Offering is terminated. This Agreement may be terminated principal address with one hundred, eighty (180) days notice by either party with or without cause. In the event this Agreement is terminated by NBI without cause, existing business and renewals will be honored for so long as membership fees are collected by NBI. In writing, by certified mail, return receipt requested, at the address set forth as the principal address with thirty (a30) immediately upon days notice by either party "with cause" which is defined as follows: Misrepresentation by either party of the NBI discount benefit programs in the marketplace Default or breach by either party of the terms of this Agreement or those contained in any subsequent amendments or schedules. By law, if any state or federal law or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law is interpreted to prohibit such performance. Either party may give written notice demanding that said default, breach, or misrepresentation be remedied within thirty days, and if the default is not remedied, this Agreement is deemed terminated. In the event of breach by either party of any covenants of this Agreement or any of the terms hereof, that party shall forfeit all rights to any compensation that might otherwise be due. The parties also agree that damages and remedies at law for such breaches would be inadequate and that either party may apply to a court of competent jurisdiction for, and shall be entitled to, an injunction by such court to prevent further breach thereof on the part of the other party. Each party agrees to pay all court costs and reasonable attorneys' fees incurred by the other party in the event that the other party shall have materially failed to comply with obtaining specific performance of, or any material provision of this Agreement injunction against violation of, or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additioncontinuous violation of, the Dealer Manager, upon the expiration or termination requirements of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement shall begin with respect to a Fund as of the date that is the later of (a) the date on which this Agreement is executed and delivered by each party, (b) the date on which Adviser has provided to Sub-Adviser the information and documents with respect to such Fund required under Section 3 to be delivered by Adviser to Sub-Adviser prior to the effective date of this Agreement, or (c) the date on which both approval of this Agreement (and, as necessary, the services agreement referenced in Section 12(g)(iii) below), and the appointment of Sub-Adviser as contemplated hereunder, by the Board and, if not sooner terminatednecessary, by the shareholders of such Fund shall have been obtained. Adviser and Sub-Adviser agree that Sub-Adviser’s commencement of management of the Subadvised Assets of a Fund shall be conclusive evidence of the satisfaction of the foregoing conditions precedent to this Agreement becoming effective as to such Fund. With respect to each Fund, this Agreement shall expire at continue in effect for a period of two years from the close date hereof and thereafter for successive periods of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice one year, subject to the other party in the event that provisions for termination and all of the other party shall have materially failed to comply terms and conditions hereof if such continuance is specifically approved at least annually in conformity with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration1940 Act; provided, however, that if this Agreement may be terminated with respect to a Fund, without payment of any penalty, (i) upon not more than sixty (60) days’ prior written notice (A) by the Minimum Offering is not reached Board, (B) by the Adviser, or (C) by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund, or (ii) upon at least sixty (60) days’ prior written notice by Sub-Adviser. Any notice of termination shall be provided to Adviser, Sub-Adviser and the Board. This Agreement will terminate automatically, without payment of any penalty, in the event of its assignment (as defined in the 0000 Xxx) or upon the termination of the Advisory Agreement. In the event of termination of this Agreement for any reason, Sub-Adviser shall, promptly upon receiving notice of termination or a receipt acknowledging delivery of a notice of termination to Adviser, or such expiration or terminationlater date as may be specified in such notice, cease all activity on behalf of each Fund and with respect to the Company Subadvised Assets, except as expressly directed by Adviser, and except for the settlement of securities transactions already entered into for the account of a Fund with respect to the Subadvised Assets. Termination of this Agreement shall not pay relieve Adviser or Sub-Adviser of any such compensation liability incurred hereunder. The provisions of Sections 5, 6, 9, 10 and reimbursements to 12(j) of this Agreement shall survive termination for the Dealer Managerapplicable statute of limitations period.

Term and Termination. In Unless otherwise agreed in an Order, Peak-Ryzex shall provide Maintenance Services to Customer on a 12- month annual basis (the “Term”) upon payment in full for all Maintenance Services fees for the Term. The initial Term for the Maintenance Services shall commence following the expiration of any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date warranty period that the Offering is terminated. This Agreement may be terminated by specified in the Order (the “Initial Term”). After the Initial Term, each Order shall automatically continue for successive one (1) year Terms (“Renewal Term”) unless either party provides the other with written notice of its intent to terminate the Order at least thirty (a30) immediately days prior to the expiration of the Initial Term or any Renewal Term. Prior to the commencement of a Renewal Term, Peak-Ryzex may invoice the Customer for the cost of the Services to be provided hereunder for the following Renewal Term. If Customer does not pay such renewal invoice in the manner agreed upon for payment as set forth in Section 6, then Peak-Ryzex may terminate the Order immediately, and Customer shall pay Peak-Ryzex for Maintenance Services rendered through the date of termination at Peak-Ryzex’s then-current applicable rates. Customer may add Hardware to Maintenance Services by signing Peak-Ryzex’s Order which may be in the form of a Peak-Ryzex quote or Peak-Ryzex’s Equipment Add Form. The term for any Hardware added under Maintenance Services during the Term shall be coterminous with the expiration of the current Term. Customer may remove any Hardware from the Maintenance Services by providing written notice to Peak-Ryzex within thirty (30) days of the other commencement of the Term. Either party may terminate an Order in the event that the other a party shall have materially failed to comply with any commits a material provision breach of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with Attachment and such failure to comply breach is not cured within ten thirty (1030) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerbreaching party.

Term and Termination. In any caseThese GTC will remain in effect until terminated. Either party may terminate the Agreement for cause if the other is in material breach of the Agreement or, to the extent permitted by law, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party becomes insolvent or files or has filed against it a petition in bankruptcy, provided the event that one who is not in breach gives written notice (with the other party shall have materially failed termination date) and, when in INTESA’s discretion a material breach can be cured, a reasonable opportunity to cure. Should Supplier fail to comply with any obligations whatsoever undertaken, INTESA may request such compliance in writing. If Supplier fails to remedy such non-compliance within the period indicated by the request, the Agreement shall automatically terminate. In this event, INTESA is under no obligation to make any payment for the services performed. INTESA likewise reserves the right to return to Supplier all the components delivered under the PO and to obtain reimbursement of the amount paid to Supplier under the PO, or to withhold said components with payment to Supplier of a sum to be agreed in line with the Price indicated in the PO. In addition to the liquidated damages provided for in the PO, IBM at all events reserves the right to request compensation for any damage it may have suffered. Supplier’s breach (or IBM’s reasonable belief that Supplier has breached or is likely to breach) of the Ethical Dealings provision of these GTC constitutes a material provision breach of this Agreement and, in such event INTESA may terminate this Agreement immediately on written notice to Supplier, without any liability to INTESA. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees. INTESA may, upon written notice to Supplier, terminate a PO i) for cause upon material breach by Supplier or if any ii) without cause, in each case with termination effective on the date set forth in the notice. Upon termination, in accordance with INTESA’s written direction, Supplier will cease work under the relevant PO and deliver to INTESA, among other things, all Deliverables completed as of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticetermination and all works in progress. In any event, this Agreement shall be deemed suspended during any period for which derogation of art. 1671 of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer ManagerCivil Code, upon the expiration or termination of this Agreementwithout cause, shall (a) promptly deposit any and all funds in its possession which were received from investors INTESA will compensate Supplier only for the sale actual and reasonable expenses incurred by Supplier for work in process up to and including the date of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedSubject to Clauses 21 to 24.1.6, this Agreement Licence shall commence upon the Start Date of the Order, and shall continue, unless terminated earlier in accordance with this Clause 10, until the expiry of the Subscription Period. The Institution shall have the right to terminate this Licence during the Subscription Period, by giving not less than 60 (sixty) days’ written notice to the Publisher, such notice to expire on at the close end of business on the effective date that relevant Subscription Year. The Institution may cancel any Licensed Products with effect for any following Subscription Year by giving notice to the Offering is terminatedPublisher at any time up to and including 2 months prior to the end of any Subscription Year and the Publisher shall reduce the Licence Fee for each following Subscription Year by a fair and reasonable amount to reflect the Licensed Products cancelled. This Agreement The Institution may be terminated substitute products as part of their Licensed Products with other titles in the [insert product name] up to an equal value as those substituted by giving notice to the Publisher at any time up to and including 2 months prior to the end of any Subscription Year.. Without affecting any other right or remedy available to it, either party (a) immediately upon may terminate this Licence with immediate effect by giving written notice to the other party in the event that if: the other party shall have materially failed becomes insolvent, admits insolvency or a general inability to comply with pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; the other party commits a material provision or persistent breach of any term of this Agreement or Licence which breach is irremediable or, if any such breach is remediable, fails to remedy that breach within a period of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten sixty (1060) days after being notified in writing to do so. Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of Clause 11.1.37 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of such occurrence Clause 11.1.26 (Restrictions) or Clause 12.9 (bResponsibility of Institution) on 60 days’ written noticeand fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. In any event, this Agreement For the avoidance of doubt the Institution shall not be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination in breach of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for Licence on the sale grounds that an act of Shares into the appropriate escrow account oran Authorised User, if carried out by the Minimum Offering has Institution, would have been reacheda breach of this Licence, into such other account as the Company may designate; and (b) promptly deliver without prejudice to any express obligations applicable to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in Institution under this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerLicence.

Term and Termination. In a) The coming into force of this AGREEMENT shall be conditional (aufschiebende Bedingung) upon KREUSSLER having successfully terminated the currently existing conflicting Licensing and Distribution Agreement for the PRODUCT(S) in the TERRITORY between KREUSSLER and a third party distributor (the “CONFLICTING AGREEMENT”), with no ongoing obligation to such third party that could become a liability for LICENSEE (the “SUCCESSFUL TRANSITION DATE”). KREUSSLER shall use best commercially reasonable efforts to terminate such agreement within ninety (90) days of the EFFECTIVE DATE and to inform the LICENSEE of such termination without delay. Without prejudice to the general secrecy obligations set forth in Article IX, each party undertakes to keep strictly confidential and not to communicate in any caseform to any third party, if not sooner terminatedthe negotiation, execution and existence of this Agreement AGREEMENT until the SUCCESSFUL TRANSITION DATE has occured. Once it has come into force this AGREEMENT shall expire at run for twelve (12) years from the close of business day on which the effective date that first REGISTRATION has been granted for the Offering is terminatedfirst PRODUCT in the TERRITORY (herein defined as INITIAL TERM). This Agreement may AGREEMENT shall automatically be terminated by renewed for further periods of three (3) years, subject to the provisions concerning the achievement of the minimum annual purchase volumes, unless either party (a) immediately upon serves written notice to the other party in informing it of its decision to terminate this AGREEMENT at least eleven (11) months prior to the event expiration of the INITIAL TERM or any subsequent term. The foregoing notwithstanding, the SUCCESSFUL TRANSITION DATE, shall only be deemed to have occurred upon written notice by KREUSSLER to LICENSEE that the other party shall have materially failed to comply CONFLICTING AGREEMENT has been terminated, with any material provision no ongoing obligation or liability that could be incurred by LICENSEE as the result of this Agreement or if any such termination. Written notice by KREUSSLER of the representations, warranties, covenants or agreements occurrence of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement SUCCESSFUL TRANSITION DATE shall be deemed suspended during any period for which the Dealer Manager’s license a representation and warranty by KREUSSLER that such required termination is valid and that no ongoing obligation or registration to act as a broker dealer shall liability could be revoked or suspended incurred by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account LICENSEE as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms result of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In This Agreement commences when accepted by You and has an Initial Term of three (3) months. Upon expiration of the initial term and each subsequent term, this Agreement will automatically renew for successive renewal terms in equal duration to the initial term unless You terminate this Agreement by providing written notice to Finlocity at least 60 days prior to the end of the then-current term, or as otherwise stated below. Finlocity may terminate Your account and/or suspend Your access to the Services should You fail to comply with the terms and conditions contained in this Agreement or any other guidelines and rules published by Finlocity. Finlocity further reserves the right to terminate or suspend Your account with or without cause in Finlocity’s sole discretion without prior notice. Termination or suspension of Your account does not terminate this Agreement. Should Finlocity choose to terminate this Agreement, such termination does not constitute a waiver of any of Finlocity’s rights under this Agreement or under applicable law. APPLY ONLY TO USERS WHO ARE PRESENTERS Ownership Rights Each party retains any and all pre-existing right, title and interest in and to its website(s), trademarks, intellectual property, Your Content (in Your case), if not sooner terminatedthe Services (in the case of Finlocity), and all components thereof. Except as expressly set out herein, this Agreement shall expire not be construed in any manner as transferring or creating any rights of ownership of, or license to, the foregoing, and/or to the features or information therein. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in this Agreement. Finlocity does not independently confirm that all content is provided by a valid rights holder. In the event that Finlocity becomes aware that content has been provided by a person who is not a valid rights holder, Finlocity may, at its discretion, disable and/or terminate the close of business on publication. License to Content, Your Performance/Your Data You hereby grant Finlocity a non-transferable (except as provided herein), royalty-free, non-exclusive, worldwide license to perform such acts in connection with Your Content as is necessary to provide the effective date that the Offering is terminatedServices. This Agreement may be terminated by either party The foregoing license includes, without limitation, permission for Finlocity to: (a) immediately upon notice to the other party aggregate, display, transmit, distribute, copy in its original form or in the event that form of an encoded work, store, archive, modify, create derivative works of, or reproduce Your content and to perform such other acts with respect to Your content as are necessary from time to time to provide the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or Services; (b) use Your content and Your name, voice, likeness, persona and performance in connection with any webinars or other content that You post, provide or participate in, in connection with the Service; (c) offer or provide open access to Your content on 60 days’ written notice. In any eventor through the Site (or other website or service wholly-owned and/or operated by Finlocity) and/or sub-domains thereof; (d) grant sublicenses to Your Content to enable Your Content to be embedded and displayed on third party websites; (e) to distribute, this Agreement shall transmit, and/or display Your Content on the Site or via such technologies as are or may in the future be deemed suspended during any period for which the Dealer Manager’s license or registration supported by Finlocity from time to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additiontime including without limitation, the Dealer Managerinternet and/or wireless transmission; (f) display advertisements in connection with or alongside any display of Your Content. For the avoidance of doubt, upon the expiration parties expressly agree and acknowledge that the Services do not include any transfer of title to, or ownership of, any right or interest in Your content. Such license will survive termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThe Dealer Agreement and these Terms and Conditions shall be effective as of the Effective Date set forth in the Dealer Agreement and shall continue in force until terminated in accordance with the provisions of the Dealer Agreement or these Terms and Conditions. With respect to potential future Work not then the subject of a Purchase Order, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Dealer Agreement may be terminated prospectively by either party at any time without cause and without liability upon thirty (a30) immediately upon days prior written notice to the other party party; provided, however, that these Terms and Conditions shall continue to apply to all Work and Purchase Orders then in the event that the other existence, and neither party shall by reason of such prospective termination of the Dealer Agreement be relieved of its respective obligations and liabilities theretofore or thereafter arising from or incident to Work performed under any existing Work Order, which is subject to the Dealer Agreement and these Terms and Conditions. Notwithstanding the foregoing, if Dealer breaches any warranty or other material provision hereunder, Company shall have materially failed the right to immediately terminate the Dealer Agreement, these Terms and Conditions, any Purchase Order, and/or any Work then being performed by Dealer without further obligation. Company has a vested interest in building and continuing to develop its relationship with Dealer. However, Company may terminate all or part of the Purchase Order if Dealer abandons the Work, becomes bankrupt or insolvent, is unable to obtain a bond (if required), assigns the Purchase Order or subcontracts the Work or any of its parts without Company's consent or otherwise fails to comply with the Purchase Order. If Company terminates for cause, Company may complete or contract with a third party to complete all or part of the Work, and Dealer shall be liable to Company for the excess costs to complete all or such part of the Work and any other damages resulting from Dealer’s noncompliance. If it is subsequently determined that Company did not have adequate cause to terminate the Dealer Agreement and these Terms and Conditions pursuant to this paragraph, then the parties agree that such termination shall be deemed to be a termination without cause pursuant to the following paragraph. If either party defaults in the performance of any material provision of obligation in this Agreement or Agreement, then the non-defaulting party may give written notice to the defaulting party and if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply default is not cured within ten thirty (1030) days following such notice, the Agreement will be terminated. Company desires to work with Dealer to avoid the termination of any Purchase Order. Company may also terminate immediately upon written notice all or part of the Purchase Order without cause. In all cases, Company may require Dealer to transfer title and deliver to Company any contracts, rights, Commodities and Equipment, materials, parts and Work Product produced or acquired by Dealer for the performance of the Purchase Order. All of the Company's trademarks, trade names, patents, copyrights, designs, drawings, ideas, formulas or other data, photographs, literature, and sales aids of every kind shall remain the property of Company. Within five (5) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company Dealer shall pay return all such items to company at the Dealer's expense and shall cease to use all such items. The Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation shall not make or retain any copies of any confidential items or information that may have been entrusted to which it. In the Dealer Manager is or becomes entitled under Section 5 event of termination by either party in accordance with any of the provisions of this Agreement, including but not limited to any Distribution Fees, pursuant neither party shall be liable to the requirements other, because of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, for compensation, reimbursement, or damages, on account of the loss of prospective profits, anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the Company shall not pay any such compensation and reimbursements to or the Dealer ManagerDealer.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire at commence as soon as Subscriber has accepted and returned this Agreement to ARMLS® (either electronically or by non-electronic means), and Subscriber has paid all fees that are due. The term of this Agreement shall continue in full force and effect until such time as (i) Subscriber is no longer eligible to receive the close services provided under this Agreement, or (ii) ARMLS® terminates this Agreement due to Subscriber’s default in accordance with provisions herein or provisions of business on the effective date that ARMLS® Governing Documents, or (iii) ARMLS®, in its discretion, elects to terminate this Agreement in connection with the Offering discontinuation by ARMLS® of any of the ARMLS® services generally provided hereunder to Subscribers. Further, Subscriber shall have the right to terminate this Agreement upon any amendment or modification of the ARMLS® Governing Documents, if Subscriber is terminated. This Agreement may be terminated by either party (a) immediately upon notice not willing to agree to the other party terms of such amendment or modification. In that event, Subscriber shall notify ARMLS® of their election to terminate and such termination shall become effective upon the receipt by ARMLS® of such notice and the payment by Subscriber and receipt by ARMLS® of all fees owing through the date of termination. Notwithstanding the foregoing, if Subscriber accesses or uses the System or otherwise avails themself of ARMLS® services provided pursuant to this Agreement at any time after Subscriber’s receipt of an amendment or modification of the ARMLS® Governing Documents (either pursuant to the procedure set forth in the event that the other party shall have materially failed to comply with any material provision Section 14 of this Agreement or if any otherwise), such access to or use of the representations, warranties, covenants System or agreements ARMLS® services automatically shall constitute Subscriber’s agreement to such amendment or modification and shall nullify Subscriber’s right to terminate this Agreement by virtue of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence amendment or (b) on 60 days’ written noticemodification. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer ManagerSubscriber understands that, upon the expiration or termination of this Agreement, shall (a) promptly deposit Subscriber’s Agent ID number will no longer be valid and Subscriber will not be able to access or use the System, will not be eligible to receive any other services or products under this Agreement and all funds in its possession which were received from investors for will not be able to use the sale of Shares into the appropriate escrow account orelectronic key, if the Minimum Offering Subscriber has been reachedone, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesopen electronic keyboxes located on listed properties. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing Promptly upon any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon termination or expiration or termination of this Agreement, the Company (i) ARMLS® shall pay deactivate Subscriber’s user ID and password, and Subscriber shall have no further access to the Dealer Manager ARMLS® System; (ii) Subscriber shall purge all earned but unpaid compensation copies of the ARMLS® Data from Subscriber’s personal computers; (iii) all licenses granted hereunder shall immediately terminate; and reimbursement for all incurred, accountable compensation (iv) Subscriber will not be able to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited use any electronic key to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageropen lockboxes on listed properties.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its possession which relate to assignment, as defined in the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Managing Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Managing Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or director of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein, and (b) the Managing Dealer shall not pay any such compensation and reimbursements promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer Managershall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. In any case, if not sooner terminatedProvider’s employment with UCP under this agreement shall commence as of the Commencement Date and shall continue for a period of or until terminated as provided in this Agreement (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined herein), this Agreement shall expire automatically renew for a term of one (1) year (each, a “Renewal Term” and, together with the Initial Term, the “Term”). Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement at the close any time, without cause and for any or no reason, provided that UCP must provide written notice of business on such termination to Provider not less than ninety (90) days prior to the effective date of such termination and provided that Provider must provide written notice of such termination to UCP not less than ninety (90) days prior to the Offering effective date of such termination. UCP may, at its discretion, permit Provider to continue performing Provider’s job duties during the ninety (90) day notice period or terminate Provider’s services at any time during the ninety (90) day notice period, provided that UCP continues Provider’s pay and benefits for the entire ninety (90) day notice period. Provider acknowledges that if Provider terminates Provider’s employment with UCP, other than due to Provider’s death or disability or pursuant to Section 4(d), without giving the required written notice of ninety (90) days, UCP’s damages shall be uncertain and difficult to ascertain and Provider shall pay to UCP on demand, as liquidated damages and not as a penalty, an amount equal to Enter daily damages $ amount per day for each day less than the required ninety (90) days of written notice of termination which UCP is terminatedentitled to receive. This Agreement may be terminated by either party (a) immediately shall terminate automatically upon notice the death of Provider. Notwithstanding anything in this Agreement to the other party in the event that the other party shall have materially failed contrary, UCP may immediately terminate Provider’s employment with UCP for cause by delivering written notice thereof to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeProvider. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination For purposes of this Agreement, “cause” shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orinclude, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver but not be limited to the Company all records and documents in its possession which relate to following: the Offering which are not designated as dealer copies. The Dealer Managersuspension, at its sole expensecurtailment, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderrevocation, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this AgreementProvider’s license to practice in any state, regardless of the pendency of any appeal of such suspension, curtailment, or revocation; or the suspension, curtailment, or revocation of Provider’s Drug Enforcement Administration Registration number; or any occurrence caused by Provider that adversely impacts UCP’s or UCPC’s ability to xxxx third party insurance for Provider’s Services; or the revocation, suspension, termination, or non-renewal of the Provider’s privileges at any hospital in which Provider is required to practice to carry out Provider’s employment responsibilities; with the exceptions of (A) voluntary termination or non-renewal not under threat of disciplinary action, and (B) temporary suspension due to minor violations of administrative rules; or failure to qualify for malpractice or general liability insurance; or the imposition of any sanctions, including exclusion, suspension, or other limitation, relating to Provider’s Medicare or Medicaid participation, except to the extent the conduct giving rise to such sanction is directed by UCP; or any inappropriate behavior by Provider which could subject UCP or Provider to a claim for discrimination or harassment by current or former employees or patients; or any failure by Provider to follow and comply with any applicable policy, rule or regulation of UCP, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation UCP Department to which Provider is assigned, any site where Provider provides Services, UCPC or UC Health, provided that such failure has continued for at least thirty (30) days after Provider has received written notification of the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationfailure; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.or

Term and Termination. In any case, if not sooner terminated(a) Subject to Section 12(b), this Agreement shall expire at the close of business terminate on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice earliest to the other party in the event that the other party shall have materially failed to comply with any material provision occur of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderexpiration of the Initial Term of the Management Agreement, (ii) the applicable rules termination of FINRA and the Management Agreement by the REIT, or (iii) the NASAA REIT Guidelineseffective date of the removal of the Sub-Manager for Cause (such earliest date, the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the Company shall pay to REIT or any of its Affiliates, on the Dealer one hand, and the Manager all earned but unpaid compensation and reimbursement for all incurredor any Member Manager, accountable compensation to which on the Dealer Manager is or becomes entitled under Section 5 of this Agreementother hand, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms enter into a new management agreement effective within six months of such Section 5 without accelerationtermination, this Agreement will be deemed to apply with respect to such new management agreement; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or any of its Affiliates. The applicable Member, or the Members, as may be the case, shall cause the applicable Member Manager, if the Minimum Offering it is not reached prior the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall enter into good faith negotiations with regard to any such appropriate amendments and the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In any case, if not sooner terminated, this This Card Services Agreement shall expire at the close remain in full force and effect for an initial term of business on the effective date that the Offering is terminatedthree (1) year . This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Card Services Agreement shall be deemed suspended during automatically extended for successive one (1) month periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Card Services Agreement or a portion thereof at least 30 days prior to the expiration of the initial term or any period for extension or renewals thereof, in which case this Card Services Agreement will terminate at the Dealer Manager’s license or registration to act as a broker dealer end of the then‐ current term. Merchant shall be revoked or suspended by any federalpermitted to terminate this Card Services Agreement with no penalty Notwithstanding the foregoing, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination if Merchant provides Global with written notice within forty‐five (45) days of Merchant's execution of this AgreementCard Services Agreement that it wishes to terminate this Card Services Agreement immediately, Merchant shall (a) promptly deposit any and all funds in its possession which were received from investors not be responsible for the sale payment of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelinesabove‐ referenced amount(s), but shall keep be responsible for compliance with all such information confidential; provided, that, nothing contained other terms and conditions set forth in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Card Service Agreement, including but not limited to any Distribution Fees, pursuant payment for all fees incurred prior to the requirements termination of this Card Services Agreement. Notwithstanding the foregoing, Global Direct may terminate this Card Services Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the Merchant's terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement. In the event that Section 5 at such times as such amounts become payable pursuant to Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty (30) days of such Section 5 without acceleration; providednotice. Failure to remedy such a breach shall make this Card Services Agreement terminable, howeverat the option of the Merchant, at the end of such thirty (30) day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that if is accepted by Global Direct and Member or by a designated depository after the Minimum Offering is effective date of termination will be returned to Merchant and will not reached be credited (or debited) to merchant's account(s). If the deposit has already been posted to Merchant's account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Card Services Agreement shall not affect Merchant's obligations which have accrued prior to such expiration termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks even if such chargebacks come in after termination. In the Company shall event of termination, all equipment leased from Global Direct (but not pay from any such compensation other leasing agent), including but not limited to imprinters, terminals, and reimbursements printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to the Dealer ManagerGlobal Direct at Merchant's expense.

Term and Termination. In any case, if not sooner terminated,  Either party may terminate this Agreement shall expire at the close any time for any reason by sending written notice of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice termination to the other party in at the event that address for such party specified herein. In the other party shall have materially failed to comply with any material provision case of termination of this Agreement or if by Grower, such notice of termination must include Grower’s full name and address.  If Grower violates the terms of this Agreement, in addition to other remedies available to Syngenta and any owner of the representationsPatents listed above, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure Grower may forfeit any right to comply is not cured within ten (10) days after obtain a license to the date of such occurrence or (b) on 60 days’ written noticeLicensed Technologies in the future. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or  Upon termination of this Agreement, shall Grower will no longer have a right to use Seed Products or Licensed Technologies, however, Grower’s obligations (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to the above Grower Responsibilities) and Syngenta’s rights that arose under this Agreement prior to termination will continue in effect. GENERAL PROVISIONS • Grower understands that grain harvested from corn hybrids containing Agrisure Technologies, YieldGard VT Pro Technologies and Herculex Technologies, or soybean varieties containing the Genuity RR2Y Technology, RR2 Xtend Technology, LibertyLink Technology, or E3 Technology may not be fully approved for all grain exports markets. For more information on Grower’s grain marketing options, go to xxx.xxxxxxxxxxxxxx.xxx. • Grower’s rights may not be transferred to any Distribution Feesother person or entity without the prior written consent of Syngenta. Any such attempted assignment is void. • If any provision(s) of this Agreement is determined to be void or unenforceable, pursuant the remaining provisions shall remain in full force and effect. • Grower consents to Syngenta, its representatives and the representatives of any owner of the Patents listed above: (i) entering upon Grower’s land where the Licensed Technologies have been planted in prior years or are growing as well as the refuge area for purposes of examining the land, examining Grower’s crop, taking samples thereof and testing such samples; (ii) reviewing the Farm Service Agency crop reporting information, including Forms 578 and corresponding aerial photographs; and (iii) obtaining copies of invoices of Grower seed and chemical transactions from Grower’s seed and/or chemical dealer. • Grower agrees that Syngenta and any owners of the Patents shall be entitled to recover any costs or expenses, including reasonable attorneys fees, incurred in enforcing its or their rights under this Agreement. • The failure of Syngenta or any owners of Patents to exercise one or more of its or their rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of Syngenta or such Patent owner to exercise such right(s) on one or more subsequent occasions. • Grower agrees that, should any GROWER INFORMATION provided above change, Grower will promptly provide Syngenta with Grower’s updated information at the Syngenta address provided above. LIMITATIONS OF WARRANTIES AND REMEDIES Syngenta makes no warranty with regard to the requirements Seed Products or Licensed Technologies except as set forth on the label of that Section 5 at such times as such amounts become payable pursuant the packaging of each unit of Seed Product containing the Licensed Technologies. This warranty applies only to the terms Licensed Technologies contained in Seed Products that have been purchased from Syngenta, seed companies licensed by Syngenta, or their authorized dealers or distributors. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY PATENTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THIS WARRANTY IS VOID IF THE SEED PRODUCT IS TREATED OR REPACKAGED BY ANY PARTY OTHER THAN SYNGENTA. TO THE EXTENT PERMITTED BY STATE AND FEDERAL SEED LAWS ALL SEED PRODUCT SOLD BY SYNGENTA IS SOLD AS IS. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE LABEL OF THE PACKAGING OF EACH UNIT OF SEED PRODUCT. Syngenta must have prompt notice of any claim arising from the Seed Products or Licensed Technologies so that an immediate inspection of any allegedly affected Seed Product or crop can be made. Grower has thirty (30) days from discovery of a condition that may lead to a claim to report such Section 5 without acceleration; providedcondition to Syngenta. Grower acknowledges that time is of the essence in reporting a condition, howeverand that Syngenta would be prejudiced if unable to inspect the condition in a timely manner, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay Reporting any such compensation condition within thirty (30) days of discovery is a condition precedent to any claim against Syngenta arising from such condition. All claims must be filed within one year from the date the Seed Product was acquired by Grower or the claim is barred. GROWER’S EXCLUSIVE REMEDY AND SYNGENTA’S SOLE LIABILITY FOR ANY CLAIM OR LOSS, INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, SHALL BE LIMITED TO REPAYMENT OF THE AMOUNT OF THE PURCHASE OR LICENSE PRICE OF THE SEED PRODUCT. IN NO EVENT SHALL SYNGENTA, ITS DISTRIBUTORS, OR DEALERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIRD PARTY TRAIT PROVIDERS / INTENDED BENEFICIARIES Grower acknowledges and reimbursements agrees that this Agreement is entered into for the benefit of third party trait providers (e.g., Dow AgroSciences, Bayer CropScience and Monsanto Company), to the Dealer Managerextent their Licensed Technologies are contained in any Seed Products used by Grower. Grower further acknowledges and agrees these third party trait providers are intended third party beneficiaries of this Agreement entitled to enforce its provisions, as they may pertain to their respective traits, against Grower including maintaining legal actions directly against Growers for breach of this Agreement including, but not limited to, breach of the Grower Responsibilities section.

Term and Termination. In any case, if not sooner terminated, this This License Agreement shall commence the date of execution of this License Agreement and expire December 31, 2025 (the “License Term”). Either party may terminate this License Agreement at any time upon six (6) months’ notice in writing to the close of business on other. NLGI shall have the effective date that the Offering is terminated. This right to immediately terminate this License Agreement may be terminated by either party giving written notice to Applicant: (a) immediately upon notice to the other party in the event that the other party shall have materially failed Applicant’s failure to comply with any material provision of this Agreement or if any of the representationsprovisions hereof or any requirement set forth in Form HPM01 HPM Trademark Licensing and Branded Product Certification Procedures, warrantiesincluding, covenants or agreements without limitation, completion of such party contained herein shall not have been materially complied with and such required documentation in an accurate manner; (b) upon Applicant’s failure to comply is not cured pay any fee required by this License Agreement within ten (10) business days after the date of such occurrence receiving a delinquency notice; or (bc) on 60 days’ written noticeif Applicant takes any action in connection with the manufacture, offering for sale, advertising, promotion, shipment, and/or distribution of any product which, in the opinion of a reasonable person, damages or reflects adversely upon NLGI or the Licensed Trademarks. If Applicant files a petition in bankruptcy, or is adjudicated bankrupt, or if a petition in bankruptcy is filed against Applicant, or if it becomes insolvent, or makes an assignment for the benefit of its creditor or makes an arrangement pursuant to any bankruptcy law, or if Applicant discontinues all or a significant portion of its business, or if a receiver is appointed for it or its business, this License Agreement shall automatically terminate without any notice or lapse of time being necessary. In the event the License Agreement is so terminated, Applicant, its receivers, representatives, trustees, agents, administrators, successors, and assigns shall have no right to sell, exploit, distribute, or in any eventway use the Licensed Trademarks or any carton, container, packing, wrapping material, advertising, promotional, or display material bearing same. Termination of this License Agreement under this Article 7 shall be deemed suspended during without prejudice to any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyrights that NLGI may otherwise have against Applicant. In addition, the Dealer Manager, upon the expiration or Upon termination of this License Agreement, shall all fees due (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant according to the terms of such Section 5 without accelerationArticle 3 hereof) shall become immediately due and payable. Upon termination or expiration, Applicant shall promptly provide NLGI with an inventory of Registered Branded Products bearing the Licensed Trademarks on hand, and Applicant shall have three (3) months from the termination or expiration date within which to sell or otherwise dispose of that inventory (“Sell-Off Period”); providedand thereafter Applicant shall promptly discontinue the sale of Registered Branded Products bearing the Licensed Trademarks. At the end of the Sell-Off Period or upon termination of this License Agreement under Paragraph 7.3 or 7.4, howeverApplicant shall promptly destroy, that if in a manner approved by NLGI, all literature, advertising copy, and packaging bearing the Minimum Offering is not reached prior Licensed Trademarks. If Applicant fails to such expiration or timely discontinue use of the Licensed Trademarks as required hereunder, Applicant shall be responsible for all fees (including reasonable attorney’s fee), costs and expenses NLGI shall incur to compel Applicant’s compliance. Upon termination, the Company Applicant shall not pay be entitled to a refund of any such compensation portion of the fees previously paid. Applicant acknowledges and reimbursements agrees that NLGI would be irreparably harmed by any breach of this License Agreement and that monetary relief would be inadequate to compensate NLGI for the Dealer Managerbreach. Accordingly, if NLGI shows that Applicant breached or threatened to breach this License Agreement, Applicant acknowledges and agrees that NLGI will be entitled to injunctive relief in addition to monetary relief against Applicant. NLGI will not have to post bond or prove actual damages.

Term and Termination. In any case, if not sooner terminatedThis Agreement shall have an initial term of one (1) year from the date hereof. Thereafter, this Agreement shall expire at automatically renew on a month to month basis unless either party terminates this Agreement by written notice effective no sooner than ninety (90) days following the close of business on the effective date that notice to such effect shall be delivered to the Offering is terminatedother party. This Agreement may be terminated by Notwithstanding the foregoing provisions, either party (a) immediately upon notice hereto may terminate this Agreement for any reason by giving to the other party a notice in writing specifying the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements date of such party contained herein termination, which shall be not have been materially complied with and such failure to comply is not cured within ten less than ninety (1090) days after the date of giving of such occurrence or (b) on 60 days’ written notice. If such notice is given by the Company, it shall be accompanied by a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary of the Company, electing to terminate this Agreement and designating a successor custodian or custodians each of which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. In any eventthe event such notice is given by the Custodian, the Company shall, on or before the termination date, deliver to the Custodian a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary, designating a successor custodian or custodians to act on behalf of the Company. In the absence of such designation by the Company, the Custodian may designate a successor custodian which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. Upon the date set forth in such notice this Agreement shall be deemed suspended during any period for which terminate, and the Dealer Manager’s license or registration to act as Custodian, provided that it has received a broker dealer shall be revoked or suspended notice of acceptance by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreementsuccessor custodian, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account ordeliver, if the Minimum Offering has been reachedon that date, into such other account as the Company may designate; and (b) promptly deliver directly to the Company successor custodian all records Securities and documents in its possession which relate to the Offering which are not designated monies then owned by a Fund and held by it as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the CompanyCustodian. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid Custodian on behalf of the Company such compensation and reimbursement as may be due as of the date of such termination. The Company agrees on behalf of the Company that the Custodian shall be reimbursed for all incurred, accountable compensation to which its reasonable costs in connection with the Dealer Manager is or becomes entitled under Section 5 termination of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThe term of this Agreement shall commence on month day, if year, and terminate on month day, year. DELETE THIS SENTENCE AND NEXT PARAGRAPH IF YOU DO NOT INTEND FOR THIS AGREEMENT TO AUTO RENEW] If notice of termination has not sooner terminatedbeen given by either Party at the time of expiration of the current term of this Agreement, this Agreement shall expire be automatically renewed on a year to year basis. Either Party may terminate this Agreement at any time, with or without cause, by giving the close of business on the effective date that the Offering is terminatedother Party thirty (30) days written notice. This Agreement may be terminated immediately by either party (a) immediately TTUHSC upon written notice to Other Party for nonpayment. Either Party may terminate this Agreement by written notice to the other party Party, and may regard the other Party as in default of this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. Neither Party hereto shall be liable for delays to perform due to causes beyond its reasonable control including, but not limited to, acts of God, strikes, epidemics, wars, riots, flood, fire, sabotage, or any other circumstances of like character. In the event of such delay, the period of service hereunder shall be extended for a period equal to the time lost by reasons of delay, and services omitted (or portions thereof) shall be performed during such extension. Notwithstanding anything else in this Agreement to the contrary, if either Party terminates this Agreement during the initial twelve (12) months of the Agreement for any reason, the Parties agree that they shall not enter into an agreement for the other party shall have materially failed to comply with any material provision same or substantially the same services during the initial twelve (12) months of this Agreement. In the event this Agreement or if any of the representationsis terminated in accordance with this Article, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured then within ten thirty (1030) days after the effective date of such occurrence termination, TTUHSC shall submit TTUHSC’s termination statement for Services rendered to the date of termination, and Other Party shall pay TTUHSC for such Services within thirty (30) days of receipt of TTUHSC’s termination statement. The termination or (b) on 60 days’ written notice. In any event, expiration of this Agreement shall be deemed suspended during not relieve either Party of any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager obligation pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent which arose on or before the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer date of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement shall commence on the Effective Date and terminate on 30 June 2021R 9 (“Initial Period”), subject to early termination hereof, or termination due to breach of contract. The Tenant shall have the option to renew this Lease for a further period by providing the Landlord with notice no less than 90 (ninety) days before termination of the Initial Period, upon the same terms and conditions as contained herein. The rental payable by the Tenant during the renewal period shall be as agreed between the parties at that time. On the expiry of the Initial Period, if the Tenant does not sooner terminatedvacate the Leased Premises, this Agreement the lease shall expire at continue to operate on a month to month basis, both parties being obliged and entitled to give the close other written notice of business on termination of the effective date that lease during the Offering further period, unless the lease is terminatedextended by agreement between the parties and reduced to writing. This Agreement Either party may be terminated terminate the lease agreement by either party (a) immediately upon notice to giving the other party at least 6 months’ written notice of such termination. Notwithstanding anything to the contrary herein contained, either party shall be entitled to forthwith terminate this Agreement at any time by addressing written notice to such counter-party should such counter-party: commit an act which is or would, if committed by a natural person, be an act of insolvency as defined in the event that Insolvency Act of 1936; or allow any judgment against it to remain unsatisfied for a period of 14 (FOURTEEN) days; or be provisionally or finally liquidated, removed from the Register of Companies or the like, or placed under judicial management whether provisionally or finally or take any steps for its voluntary winding up; or do anything which is intended to disparage or which in the reasonable opinion of the other parties disparages the services rendered by any party shall have materially failed to comply with any material provision in terms of this Agreement or the reputation of any party. RESTRICTED DATABASE OF SUPPLIERS The PPECB may terminate this agreement with immediate effect if any Landlord is listed on National Treasury’s database of restricted suppliers. INGOING AND OUTGOING INSPECTION The Landlord shall determine a reasonable inspection date, which must be within 14 days of the representationscommencement of the lease period, warrantiesto cause an inspection of the leased premises by both parties in the presence of each other, covenants during which a written schedule of the condition of the Leased Premises will be compiled by the parties. In the event that such an inspection does not occur, or agreements of such party contained herein shall not have been materially complied with and such failure to comply if a schedule is not cured within ten (10) days compiled, the Leased Premises will be deemed to be in good order and condition at the commencement of the Lease Period. The Landlord shall determine a reasonable inspection date to cause an outgoing inspection of the Leased Premises during which a written schedule of the condition of the Leased Premises will be compiled by the parties. These inspections will be held during the last week of occupation or on or after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerlease.

Term and Termination. In any caseThe term of this AFA is for the period starting and ending , if not sooner unless otherwise terminated, pursuant to the terms of this Agreement, by action of law, or amended pursuant to the provisions of this Agreement. LCWDB may, but is not obligated, to extend this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice written notification to the other party Subrecipient. Individual program dates will commence and end according to the requirements of the funding sources identified and incorporated in this Agreement. LCWDB reserves the event that the other party shall have materially failed right to comply with any material provision of unilaterally terminate this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written notice. In any event, LCWDB also reserves the right to unilaterally and immediately terminate this Agreement shall be deemed suspended during if it is determined, after an investigation by LCWDB, that the Subrecipient violated any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory federal or state agencylaw, regulation, policy, or guideline applicable to these funds, or misrepresented any of its assurances or certifications. In additionUpon termination, all finished or unfinished documents, data, studies, and reports or other material prepared by the Dealer ManagerSubrecipient under this Agreement, upon at the expiration or termination option of the LCWDB, shall AFA-SUBRECIPIENT PAGE 8 OF 31 become the property of the LCWDB. Should LCWDB not exercise this right, Subrecipient shall, at Subrecipient’s expense, provide proper storage and uphold the requirements as outlined in the Record Retention section of this Agreement. A Subrecipient may terminate this Agreement upon ninety (90) days’ written notice to the LCWDB. LCWDB reserves the right to terminate this Agreement at any time prior to the Subrecipient’s designated termination date. Upon early termination, the Subrecipient shall submit a final invoice to LCWDB no later than eighteen (a18) promptly deposit days after the Termination Date. The final invoice must include copies of all invoices for goods and services received for which payment is requested. If the Subrecipient fails to submit its final invoice within eighteen (18) calendar days of the Termination Date, LCWDB shall have no obligation to reimburse any amounts requested in the final invoice. Subrecipient expressly agrees that nonpayment of a final invoice by LCWDB due to its late submission of the final invoice shall not give rise to any claim or cause of action by Subrecipient for nonpayment of service rendered, and the Subrecipient hereby releases LCWDB, its directors, officers, agents, and employees from any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained claims by the Dealer Manager pursuant Subrecipient for nonpayment due to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerlate submission.

Term and Termination. In any case, if not sooner terminated, This Agreement enters into force on the Effective Date. The Agreement shall remain in force until further notice. Both Parties have the right to terminate this Agreement shall expire at in written form. The term of notice is 2 weeks. After the close termination, the Service Provider is responsible for paying the Partner the sales income for the actual sales of business on Portions through the Service from the time before termination which the Partner is entitled to according to Appendix 1. Correspondingly, the Partner is obligated to pay to the Service Provider the applicable fees according to Appendix 1 accrued prior to the effective date that of termination. Each Party shall have the Offering is terminated. This right to terminate this Agreement may be terminated by either party (a) immediately with immediate effect upon written notice to the other party in the event that Party if (a) the other party shall have materially failed to comply with Party commits a material breach of any material provision of the terms and conditions of this Agreement or and fails to remedy such a breach, if any the breach is capable of being remedied, within 7 days of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or other Party’s written notice thereof; (b) on 60 days’ written noticethe other Party is insolvent, declared bankrupt, is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its payments; or (c) there is a material change in control or ownership of the other Party. In any event, this Agreement shall be A change is deemed suspended during any period for which material if control or ownership is acquired by a competitor of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesParty. The Dealer Manager, Parties shall notify the other Party of such material changes in the ownership or control without undue delay. The Service Provider has the right at its sole expense, may make and retain copies of all such records and documents required discretion to be retained by suspend the Dealer Manager pursuant to Partner from the Service if (i) Federal and state securities laws and the rules and regulations thereunder, Service Provider suspects that the Partner has materially breached its obligations arising from this Agreement; (ii) the Partner has not paid all the matured applicable rules fees in accordance with Appendix 1 of FINRA and this Agreement to the Service Provider; or (iii) there is reasonable doubt about the NASAA REIT Guidelinescorrectness or authenticity of the Partner’s Service account. Termination, but shall keep all such information confidential; provided, that, nothing contained in cancellation or expiry of this Agreement shall prevent not release the Dealer Manager Parties or such Party, as the case may be, from disclosing any such information liability under any obligation pursuant to this Agreement, which at the time thereof has already fallen due for performance or any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination prior breach of this Agreement. This Agreement shall remain binding on the Parties even after the expiry, the Company shall pay termination or cancellation of this Agreement to the Dealer Manager all earned but unpaid compensation extent the context so requires in order to safeguard the rights of the Parties and reimbursement for all incurredthe exercise of the provisions agreed upon herein. In particular, accountable compensation to which the Dealer Manager is provisions of Sections 8 (Confidentiality) and 18 (Governing Law and Settlement of Disputes) shall survive any termination, cancellation or becomes entitled under Section 5 expiry of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designatedesignate except that all funds from investors in states in which a Higher Minimum Offering applies will be transmitted to the escrow agent for deposit into the escrow account until the Higher Minimum Offering has been achieved; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Higher Minimum Offering is not reached prior to such the expiration or terminationtermination of this Dealer Manager Agreement, the Company shall not pay any such compensation compensation, and reimbursements to the Dealer ManagerManager with respect to subscriptions from investors in those states where the Higher Minimum Offering was not achieved.

Term and Termination. In any caseDate of Termination THIS ISG PARTICIPANT AGREEMENT SHALL ENTER INTO FORCE AS FROM THE DATE OF ITS EXECUTION BY THE PARTIES AND SHALL REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE DATE OF CESSATION OF THE ISG, if not sooner terminated(II) THE DATE OF THE PARTICIPANT’S RESIGNATION FROM THE ISG, (III) THE DATE OF THE REVOCATION OF THE INVITATION OR AUTHORIZATION OF THE CHAIRMAN OF THE ISG PURSUANT TO WHICH THE PARTICIPANT WAS AUTHORIZED TO ATTEND MEETINGS OF THE ISG, (IV) THE DATE OF RECEIPT OF A NOTICE OF TERMINATION SENT BY ETSI AT ITS DISCRETION IN THE EVENT THAT THE PARTICIPANT COMMITS A MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS ISG PARTICIPANT AGREEMENT (INCLUDING THE ETSI DIRECTIVES AND THE TERMS OF REFERENCE INCORPORATED BY REFERENCE PURSUANT TO ARTICLE 1.1 of this Agreement shall expire at ISG Participant Agreement) and fails to remedy the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party same within thirty (a30) immediately upon days after receiving notice to do so (hereinafter, the other party “Date of Termination”), and (v) the date of receipt by ETSI of an application sent by the Participant for full or associate membership in ETSI. For the purpose of determining the Date of Termination: the date and conditions of cessation of the ISG shall be decided by the Director-General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may resign from the ISG at any time by sending a notice of resignation to the Chairman of the ISG and the Director-General, and the date of the Participant’s resignation from the ISG shall be deemed to be the date of receipt of the notice of resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to attend meetings of the Participant by sending a notice of revocation to the Participant and the Director-General, and the date of the revocation shall be deemed to be the date of receipt of the notice of revocation by the Participant; and the notice of termination sent by ETSI in the event that of a material breach of its obligations by the other party Participant under this ISG Participant Agreement shall have materially failed be sent to comply with any material provision of this Agreement or if any the Chairman of the representationsISG and the Participant, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement receipt of the notice of termination shall be deemed suspended during to be the date of its receipt by the Participant. Effect of termination Upon occurrence of the Date of Termination, this ISG Participant Agreement shall automatically terminate and the Participant shall cease to attend meetings of the ISG, and shall no longer receive any period for which information as Participant of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federalISG, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or it being provided however that termination of this Agreement, ISG Participant Agreement for any reason: shall (a) promptly deposit be without prejudice to any rights or obligations which shall have accrued or become due prior to the Date of Termination and the Participant shall remain bound to duly perform and complete any and all funds obligations which shall have arisen out of or in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver connection with this ISG Participant Agreement prior to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies Date of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this AgreementTermination, including but not limited any transfer or license of intellectual property rights (or undertakings to any Distribution Fees, transfer or license intellectual property rights) pursuant to the requirements ETSI IPR Policy and Article 2 of that Section 5 at such times as such amounts become payable pursuant to this ISG Participant Agreement; shall not affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, which shall survive in full force and effect for a period of [five (5)] years after the Date of Termination; and shall not prejudice the rights or remedies which any party may have in respect of any breach of the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached this ISG Participant Agreement prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerDate of Termination.

Term and Termination. In any case, if not sooner terminated, this The term of the Agreement shall expire at the close commences as of business on the effective date set forth in the Order Form and shall continue for an initial term of one year or such other term as specified in the Order Form (“Initial Term”). Unless otherwise stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) unless either party has notified the other in writing at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable, that the Offering is terminatedAgreement shall not be renewed. This Either party may terminate the Agreement may be terminated by either party upon written notice if the other party: (a) immediately upon breaches any material term or condition of the Agreement and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party (for which no cure period shall apply), fails to cure the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of business; or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on written notice to the other party Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a termination by Moody’s pursuant to the preceding sentence, or a termination by Client for Moody’s uncured material breach under this Section 9, Client shall be entitled to a refund of any fees prepaid to Moody’s for the affected Information in respect of the period after termination. At the termination or expiration of the Agreement for any reason, and except for any post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information under such Order Form and promptly purge all Information provided under such Order Form that the other party has been stored in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client shall have materially failed the right to comply retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained from the Information and made in conformity with any material provision the license granted in Section 11 of this Agreement or if any these Terms; and (ii) portions of the representationsInformation that constitute electronic data that is generally inaccessible or that has been stored on Client’s backup systems in the ordinary course of business as part of standard backup procedures, warrantiesbut only to the extent that such data is only accessible by person(s) whose function is primarily information technology, covenants or agreements and provided that such person(s) only have limited access to such data to enable the performance of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyinformation technology duties. In addition, Client may retain one copy of any such data from the Dealer ManagerInformation as is necessary to comply with applicable audit, upon the expiration legal or termination of this Agreementregulatory requirements, shall professional obligations and standards and internal document retention policies, provided any such data may only be accessed for such purposes and may not be used for any other purpose whatsoever (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelinesincluding, but shall keep all such information confidential; providednot limited to, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companycommercial purpose). Upon expiration or termination of this Agreementthe Agreement for any reason, the Company all provisions but Sections 3, 11 and 13 of these Terms shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managersurvive.

Term and Termination. (a) Except as otherwise expressly provided in the Purchase Order, the Purchase Order will continue in force through the later of Supplier’s delivery of all of the Goods and Supplier’s completion of the Services unless sooner terminated by PAR; provided that, PAR may terminate the Purchase Order, in whole or in part, at any time, with or without cause, upon written notice to Supplier. (b) In any the event PAR terminates the Purchase Order (i) for convenience (without cause), PAR will pay Supplier for Goods delivered and/or Services performed and, in each case, if not sooner terminated, this Agreement shall expire accepted as at the close effective date of business termination, and (ii) upon Supplier’s failure to cure a breach of the Purchase Order within 30 days of Supplier’s receipt of written notice of such breach from PAR or upon the occurrence of a non-curable breach (as determined in PAR’s sole discretion), Supplier shall refund PAR all amounts paid by PAR to Supplier for Goods not delivered and/or Services not performed and, in each case, accepted as at the effective date of termination. Other than termination upon the occurrence of a curable breach (in which case, the effective date of termination shall be the 31st calendar day from Supplier’s receipt of written notice of breach from PAR), the date of Supplier’s receipt of PAR’s written notice of termination shall constitute the effective date of termination. If Supplier becomes or is declared insolvent or bankrupt or makes or seeks to make an arrangement with or an assignment for the benefit of creditors, or if proceedings in voluntary or involuntary bankruptcy are instituted by, on behalf of or against Supplier, or if a receiver or trustee of Supplier is appointed, or if Supplier is otherwise wound up or liquidated, voluntarily or otherwise; then, any of the forgoing shall constitute a non-curable breach of the Purchase Order. Supplier shall cease all work under the Purchase Order on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any termination and prepare a report of the representations, warranties, covenants or agreements status of all Goods and/or Services as of such party contained herein date, which Supplier shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated PAR. Except as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained provided in this Agreement Section, PAR shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate have no further payment obligation in connection with the Company to accomplish any orderly transfer of management termination of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerPurchase Order.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision The term of this Agreement or if any will begin on the Effective Date and will continue through June 29, 2022 (the “Initial Term”), provided that Client shall have the sole right and option to extend the Term for each of three (3) successive two-year renewal periods upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the representationsthen current Term (each such renewal period, warrantiesa “Renewal Term” and collectively with the Initial Term, covenants or agreements the “Term”). Either Party may terminate this Agreement for a material breach by the other Party upon thirty (30) days written notice specifying in detail the nature of the breach, unless such party contained herein shall not have been materially complied with breach is cured within the thirty (30) day period; provided, however, for the avoidance of doubt and such without limitation, Company’s failure to comply deliver the Deliverables timely in accordance with the schedule set forth in Exhibit A (other than any failure to deliver that results from Company’s loss of Contingent Rights that is not cured remedied under Section 1.5 of this Agreement), and Client’s failure to provide payment of undisputed Fees in accordance with the schedule set forth in Exhibit B shall each constitute a material breach of this Agreement that requires cure within ten five (105) business days after the date of such occurrence or (b) on 60 days’ written notice. In any event, A Party’s right to terminate in accordance with this Agreement Section 3 shall be deemed suspended during any period for which the Dealer Managerin addition to all available remedies, including a Party’s license or registration right to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyseek equitable relief pursuant to Section 8.6. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, shall (a) promptly deposit for any reason, Client must immediately cease all uses of and destroy any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Licensed Data provided to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained Client by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if Client may retain (i) Licensed Data contained in an archived computer system back-up in accordance with security and/or disaster recovery procedures or in latent data, including deleted files and other non-logical data types such as memory dumps, swap files, temporary files, printer spool files and metadata that are not generally retrievable or accessible without the Minimum Offering is not reached prior to such expiration or terminationuse of specialized tools and techniques, the Company shall not pay any such compensation and reimbursements subject in each case to the Dealer Managerdestruction of such Licensed Data in due course and the inaccessibility of such Licensed Data for commercial purposes; and (ii) elements of Licensed Data incorporated into Derivative Works in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, nothing in this Section 3 shall affect Client’s rights to Derivative Works.

Term and Termination. In any case, if not sooner terminated, The term of this license shall begin on the Effective Date of this Agreement shall expire at and continue until this Agreement is terminated as provided herein or until the close earlier of business on the effective date that no Licensed Patent remains an enforceable patent or the Offering is terminatedpayment of earned royalties under Sections 2B and 4B, once begun, ceases for more than eight (8) calendar quarters. This Licensee may terminate this Agreement may at any time by giving at least ninety (90) days’ written and unambiguous notice of such termination to University. Such a notice shall be terminated accompanied by either party (a) immediately upon notice a statement of the reasons for termination. The termination of this Agreement under this section 7b shall in no way be understood to provide Licensee the other party right to receive a refund of the equity securities provided as a license fee under Section 4A or relieve Licensee of its obligation to provide such equity securities to University as provided in the Equity Agreement. In the event that the other party shall have materially failed Licensee fails to comply with meet any material provision Milestone set forth in Section 3D, University may terminate this Agreement by giving Licensee at least thirty (30) days’ written and unambiguous notice of such termination. The termination of this Agreement or if any under this section 7C shall in no way be understood to provide Licensee the right to receive a refund of the representationsequity securities provided as a license fee under Section 4A or relieve Licensee of its obligation to provide such equity securities to University as provided in the Equity Agreement. If Licensee at any time defaults in the timely payment of any monies due to University or the timely submission to University of any Development Report, warrantiesfails to pursue actively the development plan, covenants or agreements commits any breach of any other covenant herein contained, and Licensee fails to remedy any such party contained herein shall not have been materially complied with and such failure to comply is not cured breach or default within ten ninety (1090) days after written notice thereof by University, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Licensed Patents to its creditors, University may, at its option, terminate this Agreement by giving notice of termination to Licensee. University may terminate this Agreement by giving Licensee at least ninety (90) days written notice if the Date of First Commercial Sale does not occur by the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which set forth in Appendix A. Upon the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, Licensee and its sublicensee(s) shall (a) promptly deposit remain obligated to provide an accounting for and to pay royalties earned up to the date of the termination and any minimum royalties shall be prorated as of the date of termination by the number of days elapsed in the applicable calendar year. Waiver by either party of a single breach or default, or a succession of breaches or defaults, shall not deprive such party of any right to terminate this Agreement in the event of any subsequent breach or default. The Parties shall attempt to resolve any and all funds disputes arising out of or related to this Agreement through mediation. At least one employee of each Party with authority to negotiate a settlement of outstanding disputes shall, within three weeks of receipt of a written request for mediation by the other Party, meet in its possession which were received from investors for an attempt to resolve outstanding disputes. If no resolution is achieved, at least one employee of each Party with authority to negotiate a settlement of outstanding disputes shall, within four weeks of the sale initial review, meet in an attempt to resolve outstanding disputes. If the Parties are unable to resolve the matter themselves, the Parties agree on the state and federal courts sitting in the State of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account Wisconsin as the Company may designate; sole and (b) promptly deliver exclusive venues for resolving disputes, and the Parties hereby submit to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managercourts.

Term and Termination. In This Agreement shall terminate upon the earliest to occur of (i) the Voting Trust ceasing to hold any caseEquity Interests (as a result of any Transfer completed in accordance with the terms of this Agreement), (ii) the death of Dr. Kapoor, (iii) the written approval of such termination by each of Dr. Kapoor (or, if Dr. Kapoor is unable to act, Beneficiaries holding a majority of the Trust Units) and the Company, (iv) the written notice of such termination by Dr. Kapoor, except that, in the case of clause (iv), Dr. Kapoor may not sooner terminatedprovide a written notice of termination unless, this Agreement shall expire at the close time such notice is provided, (A) all criminal charges in connection with or related to the Indictment have been finally and fully resolved and all related sentences and penalties and other sanctions that limit or otherwise restrict Xx. Xxxxxx’x ability to vote the Common Stock have been finally and fully discharged or withdrawn, (B) all civil actions against Dr. Kapoor in connection with or related to the Indictment have been finally and fully discharged and Dr. Kapoor is not subject to any sanctions that limit or otherwise restrict Xx. Xxxxxx’x ability to vote his Common Stock and (C) any Company Corporate Integrity Agreement to which the Company was a party in connection with or related to the Indictment shall have expired, and (v) written notice from the Trustee to the Company and the Beneficiaries of business on the effective date termination, stating that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially Company had failed to comply with (x) pay any material provision of the Trustee’s base compensation under this Agreement, (y) reimburse the Trustee for any of its reasonable and documented expenses pursuant to Section 7.04 of this Agreement or if (z) indemnify the Trustee for any claim, damage, loss, liability, cost or expense pursuant to Section 7.02 of this Agreement, and the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is pay, reimburse or indemnify, as applicable, was not cured within ten (10) thirty days after the date upon which the Trustee delivered to the Company written notice of such occurrence nonpayment, failure to reimburse or (b) on 60 days’ written notice. In any eventfailure to indemnify, this Agreement shall be deemed suspended during any period for which as applicable, and the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or potential termination of this Agreement, except that, with respect to subclauses (y) and (z) of this clause (v), the Trustee shall (a) promptly deposit not be entitled to deliver any such termination notice if there exists a bona fide dispute between the Trustee and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver with respect to the Company all records and documents in its possession which relate need to reimburse or indemnify the Offering which are not designated Trustee, as dealer copiesapplicable. The Dealer Manager, at its sole expense, may make and retain copies In the case of all such records and documents required to be retained by the Dealer Manager pursuant to any termination under clause (i) Federal and state securities laws and the rules and regulations thereunder), (ii) the applicable rules of FINRA and or (iii) above, Company shall provide written notice of termination to the NASAA REIT GuidelinesTrustee, but which notice the Trustee shall keep all such information confidential; providedbe permitted to conclusively rely upon. In the case of any termination under clause (iv) above, that, nothing contained in this Agreement Dr. Kapoor shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management provide written notice of the Offering termination to a party designated by the Trustee and simultaneously to the Company, which notice the Trustee shall be permitted to conclusively rely upon. In the case of clause (i), (ii) or (iii) above, the termination shall be effective on the date of delivery of the notice to the Trustee. In the case of clause (iv) above, the termination shall be effective 14 days following delivery of the notice to the Trustee and the Company. Upon expiration or termination In the case of this Agreementclause (v) above, the Company termination shall pay be effective on the date of delivery of the final termination notice to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited Company. Prior to any Distribution Feestermination under this Section 8.03, pursuant all fees and expenses payable to the requirements Trustee through the end of that Section 5 at the fiscal quarter in which such times as such amounts become payable pursuant termination is to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company occur shall not pay any such compensation and reimbursements to the Dealer Managerhave been paid in full.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. 8.1 This Agreement may be terminated by either party (a) immediately upon notice any Party with respect to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement some or if any all of the representations, warranties, covenants Portfolios with or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten without cause on sixty (1060) days after the date of such occurrence or (b) on 60 days’ advance written notice. In 8.2 Notwithstanding any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination other provision of this Agreement, shall DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (a30) promptly deposit any and all funds in its possession which were received from investors for days’ prior written notice to the sale of Shares into the appropriate escrow account orCompany, if the Minimum Offering has been reached, into such other account as unless the Company may designate; and has cured such cause within thirty (b30) promptly deliver to days of receiving such notice, for any material breach by the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesof any representation, warranty, covenant or obligation hereunder. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing 8.3 Notwithstanding any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination other provision of this Agreement, the Company shall pay may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Dealer Manager all earned but unpaid compensation Adviser and reimbursement the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for all incurredany material breach by DFAS, accountable compensation to which the Dealer Manager is Adviser or becomes entitled under Section 5 the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, including but not limited the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Distribution Fees, pursuant Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms Contracts. 8.5 Notwithstanding any other provision of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or terminationthis Agreement, the Company shall may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not pay registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such compensation and reimbursements Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Dealer Manager.Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder, or if the Company reasonably believes that any such Portfolio may fail to satisfy such requirements and so notifies the Fund. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement within sixty (60) days of:

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at Either BNY Mellon or You may terminate these Terms and Conditions and the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party Electronic Access upon thirty (a30) immediately upon days’ written notice to the other party in party. In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the other Data Terms Web Site, the non-breaching party shall have materially failed may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to comply with any material provision of this Agreement or the breaching party if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within breach remains uncured after ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which notice of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver breach is sent to the Company all records breaching party. BNY Mellon may immediately terminate access through an Authorized User’s user-id and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Managerpassword and may, at its sole expensediscretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access. BNY Mellon may make and retain copies terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a BNY Mellon Supplier, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services. Promptly upon receiving or giving notice of termination, You will notify all such records and documents required Users of the effective date of the termination. Upon termination of Your access to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws Electronic Access, You shall return of manuals, documentation, workflow descriptions and the rules like that are in Your possession or under Your control and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Managersecurity identification devices. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer Reliance, Disclaimers, Limitation of management Liability Indemnification and confidentiality provisions of the Offering to a party designated by Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the Company. Upon expiration or termination of this Agreement, these Terms and Conditions. You represent and warrant to BNY Mellon that these Terms and Conditions and the Company shall pay to the Dealer Manager all earned but unpaid compensation indemnity contained herein have been duly authorized and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, howeveraccepted, that if You have full authority to enter into these Terms and Conditions, both for the Minimum Offering is not reached prior entities at Schedule A and for any affiliate with Electronic Access, and that these Terms and Conditions constitute a binding obligation enforceable in accordance with its terms. SCHEDULE A to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.APPENDIX I Affiliates of Client

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire remain in force until September 30, 2004, and from year to year thereafter, but only so long as such continuance, and the continuance of the Investment Adviser as investment adviser of the Fund, is specifically approved at least annually by the close vote of business a majority of the Trustees who are not interested persons of the Subadviser or the Investment Adviser of the Fund, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the effective date Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision continuance of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement be `specifically approved at least annually' shall be deemed suspended during any period for which construed in a manner consistent with the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws 1940 Act and the rules and regulations thereunder. This Agreement may, upon 60 days' written notice to the Subadviser, be terminated at any time without the payment of any penalty, (iia) by the applicable rules Fund, by the Board of FINRA Trustees or by vote of a majority of the outstanding voting securities of the Fund, or (b) by the Investment Adviser. This Agreement may, upon 120 days written notice to the Trust and (iii) the NASAA REIT GuidelinesInvestment Adviser, but be terminated at any time, without payment of any penalty, by the Subadviser. This Agreement shall keep all such information confidential; providedautomatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. The Investment Adviser agrees that it shall promptly notify the Subadviser in writing upon the termination of the Advisory Agreement In addition, that, nothing contained in the Investment Adviser shall have the right to terminate this Agreement shall prevent upon immediate written notice if the Dealer Manager Subadviser becomes statutorily disqualified from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use performing its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companyduties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. Upon expiration or the effective date of termination of this Agreement, the Company Subadviser shall deliver all books and records of the Trust and the Fund to such entity as the Trust may designate as a successor subadviser, or to the Investment Adviser. The provisions of Sections 5, 13, 14, 15, 16, 18 and 19 shall survive termination of this Agreement. In addition, the obligation to pay to the Dealer Manager all Subadviser any compensation earned by the Subadviser under this Agreement but unpaid compensation and reimbursement for all incurred, accountable compensation to which not paid as of the Dealer Manager is or becomes entitled under Section 5 termination of this Agreement shall survive termination of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s trustees who are not “interested persons,” as defined in the 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Fund, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written noticenotice to the Managing Dealer or the Adviser. In any eventThis Agreement will automatically terminate in the event of its assignment, this Agreement shall be deemed suspended during any period for which as defined in the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency1940 Act. In addition, the Dealer Manager, upon the Upon expiration or termination of this Agreement, and except as set forth below, prior to the fifteen-month anniversary of the date hereof, the Fund shall (a) promptly deposit pay to the Managing Dealer any remaining balance of the Managing Dealer Fee not yet paid at such time and reimbursement for all funds accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its possession which were received prorated Managing Dealer Fee through such termination date, offset by any losses suffered by the Fund or any officer or trustee of the Fund arising from investors for the sale Managing Dealer’s breach of Shares into this Agreement or an action that would otherwise give rise to an indemnification claim against the appropriate escrow account orManaging Dealer under Section 4.b. herein. Upon termination, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) Managing Dealer shall promptly deliver to the Company Fund all records and documents in its possession which that relate to the Offering which are not designated other than as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required by law to be retained by the Managing Dealer. Managing Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company Fund to accomplish any an orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerFund.

Term and Termination. In any caseThe initial term of this agreement time to time we may make certain products and services that are shall begin January 1, if not sooner terminated2013 and expire on December 31, this Agreement shall expire at 2017. Unless designed to detect and/or deter payment system fraud available to you. a shorter period of notice is provided in the close terms and conditions for the While no product or service will be completely effective, we believe that relevant service or we mutually agree to a shorter period of business on notice, the effective date that the Offering is terminatedproducts and services we offer will reduce the likelihood of certain agreement will continue in effect until either you or we give 90 calendar types of fraudulent transactions occurring in your accounts. This Agreement may be terminated by either party (a) immediately upon As a result, days' prior written notice of termination to the other party in the event party. Any such you agree that the other party shall have materially failed if you fail to comply with any material provision of this Agreement or if implement any of these products or services termination may be for the representations, warranties, covenants entire agreement or agreements of such party contained herein shall not have been materially complied for a particular service. as presented to you with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall (a)you will be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. precluded from In addition, we may terminate this agreement or any service asserting any claims against us with respect to any unauthorized, immediately and without giving you prior written notice if(a)you violate altered, counterfeit or other fraudulent transactions occurring in your this agreement, (b)any representation or warranty you make to us fails accounts that the Dealer Managerproduct or service was designed to detect or deter, upon to be true and correct in any material respect, (c)we believe in good (b)we will not be required to recredit your accounts or otherwise have faith that there has been a material adverse change in your financial or any liability for such transactions, and(c)to the expiration or termination of this Agreementextent permitted by law, shall business condition, (a) promptly deposit any and all funds in its possession which were received from investors d)you make a general assignment for the sale benefit of Shares into the appropriate escrow account oryou will be responsible for any loss or expense (including, if the Minimum Offering has been reachedwithout creditors or become a debtor in any bankruptcy or other insolvency or limitation, into such other account as the Company may designate; and (b) promptly deliver reasonable attorneys' fees to the Company all records and documents extent permitted by law) liquidation proceeding, (e)we determine that changes in its possession which relate applicable relating in any way to such transactions, so long as we otherwise laws, regulations, clearing house rules or funds transfer system rules satisfied our duty of care with respect to the Offering which are not designated as dealer copiesother aspects of such have made it impracticable for us to perform under the agreement transactions. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required generally or with respect to be retained by the Dealer Manager pursuant to a particular service or (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management f)any of the Offering to a party designated by the Companycircumstances described in clause (g) or (h) of Section 8 of these 16. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire be thirty- six (36) months from the date of execution; however, the term shall be extended automatically at the close end of business on each twelve month period for an additional twelve month period, unless and until terminated as provided herein. The Consultant or the effective date Company and the Administrator, with thirty days prior written notice, without cause, may terminate this engagement at any time after the end of the first twelve months of the term of this Agreement, (except for Schedules A and B and Sections 9, 10, and 12 of this Agreement which shall remain in full force and effect), provided however, that the Offering is terminated. This Agreement may be terminated by either party Compensation provided for herein shall continue for a full twelve month period notwithstanding any termination, except Compensation shall cease thirty days after notice: (a) immediately upon notice to the other party if such termination is for willful misfeasance, bad faith or gross negligence in the event that performance of the other party shall have materially failed to comply with any material provision Consultant?s duties, or by reason of the reckless disregard of the Consultant?s duties and obligations under this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked result of the voluntary resignation or suspended by any federal, self-regulatory or state agency. In addition, discharge of the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account Consultant?s managing member as the Company may designate; and (b) promptly deliver to CEO of the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesfor Cause. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination For purposes of this Agreement, the Company term Cause shall pay mean any of the following acts or events: (i) the CEO?s gross negligence, gross dereliction of duty, willful misconduct or repeated material failure of the CEO to render services to the Dealer Manager all earned but unpaid compensation Company and reimbursement for all incurredthe Administrator in accordance with his assigned duties after due notice thereof; (ii) the CEO?s conviction of, accountable compensation or plea of nolo contendere, to a felony (other than a felony involving a traffic violation); or (iii) the CEO?s disloyalty, dishonesty or the commission by the CEO of an act of fraud or embezzlement against or involving the Company, or the willful disregard of the rules or policies of the Company, any of which results in actual loss, damage or injury to the Dealer Manager is Company and the Administrator, whether directly or becomes entitled under Section 5 indirectly. For purposes of this Agreementparagraph, including but not limited no act, or failure to any Distribution Feesact, pursuant on the CEO?s part shall be considered willful unless such act, or failure to act, is in bad faith or without reasonable belief that his action or omission was in the requirements best interests of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerAdministrator.

Term and Termination. In any case, if not sooner terminated, The term of this license shall begin on the Effective Date and continue until this Agreement shall expire at is terminated as provided herein or until the close earlier of business on the effective date that no Licensed Patent remains an enforceable patent or the Offering is terminatedpayment of earned royalties under Section 4.B and Section 4.C, once begun, ceases for more than four (4) calendar quarters. This Licensee may terminate this Agreement at any time by giving at least ninety (90) days’ written and unambiguous notice of such termination to WiSys. Such a notice shall be accompanied by a statement of the reasons for termination. WiSys may be terminated terminate this Agreement by either party giving Licensee at least ninety (a90) immediately upon days written notice to if the other party Date of First Commercial Sale does not occur on or before __________, 20__. If Licensee at any time defaults in the event that timely payment of any monies due to WiSys or the timely submission to WiSys of any Development Report, fails to actively pursue the Development Plan, or commits any breach of any other party shall have materially failed covenant herein contained, and Licensee fails to comply with remedy any material provision of this Agreement such breach or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured default within ten ninety (1090) days after written notice thereof by WiSys, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or if Licensee or its sublicensee(s) offer any component of the date of such occurrence or (b) on 60 days’ written notice. In any eventLicensed Patents to their creditors, WiSys may, at its option, terminate this Agreement shall be deemed suspended during any period for which immediately by giving notice of termination to Licensee. Upon the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, Licensee and its sublicensee(s) shall (a) promptly deposit any remain obligated to provide an accounting for and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to pay royalties earned up to the Company all records date of the termination and documents in its possession which relate to any minimum royalties shall be prorated as of the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies date of all such records and documents required to be retained termination by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) number of days elapsed in the applicable rules of FINRA calendar year. Licensee and (iiiits sublicensee(s) the NASAA REIT Guidelines, but shall keep also remain obligated to pay all such information confidential; provided, that, nothing contained in other amounts owed under this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached WiSys prior to such expiration termination. Such accountings and payments shall be due within thirty (30) days of termination. Waiver by either party of a single breach or terminationdefault, the Company or a succession of breaches or defaults, shall not pay deprive such party of any such compensation and reimbursements right to terminate this Agreement in the Dealer Managerevent of any subsequent breach or default.

Term and Termination. The Term of this Agreement shall be five (5) years from the Effective Date (the “Term”), unless sooner terminated or extended pursuant to the provisions herein. In any case, if not sooner terminatedthe event Company ceases all operations in the Municipality, this Agreement shall expire at terminate. In the close of business on event Company loses or has its license(s), approvals, and/or permits to operate in the effective date that Municipality revoked by the Offering is terminatedCommission or any other applicable licensing authorities (together, the “Licensing Authorities”) or the Municipality, this Agreement shall terminate. This The Parties may agree to renegotiate or renew this Agreement may be terminated by either party (a) immediately upon notice prior to the other party end of the Term. Notwithstanding the foregoing, all payments required hereunder shall remain in effect for the full duration of Company’s operation of the Facility. In the event that such term is deemed to be contrary to law, the other party payments shall have materially failed to comply remain in effect for the longer of five years or the maximum period allowed by law, and this Agreement together with any material provision such payments shall automatically renew for successive terms of the longer of five years or the maximum period allowed by law. At the conclusion of the five-year term set forth above, the Parties may agree upon an extension of this Agreement or if any may negotiate the terms of a new host community agreement. If the representations, warranties, covenants Parties are unable to reach agreement on such an extension or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any eventa new agreement, this Agreement shall remain in full force and effect. Under no circumstances shall the Facility be deemed suspended during in operation without an operative host community agreement. Municipality may terminate this Agreement for cause by providing written notice to Company in the event that: (i) Company purposefully or with willful or gross negligence violates any period MA Law or Local Law with respect to the operation of the RME, and such violation remains uncured for which 30 days following the Dealer ManagerMunicipality’s license or registration issuance to act Company of written notice of such violation; (ii) Company fails to make payments to the Municipality as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of required under this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors such failure remains uncured for 10 days following the sale Municipality’s issuance to Company of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into written notice of such other account as the Company may designateviolation; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and or (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing there is any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management other material breach of the Offering Agreement by Company, which material breach remains uncured for 30 days following the Municipality’s issuance to a party designated by the Company. Upon expiration or termination Company of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms written notice of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerviolation.

Term and Termination. In This Agreement shall commence on the Effective Date and continue for the Term of this Agreement unless terminated earlier in accordance with Clause 10.4 or Clause 10.5. The Authority shall be entitled to extend the Term of this Agreement on one occasion only by no more than twelve (12) months on each occasion by giving the Supplier written notice no less then six (6) months prior to the date on which this Agreement would otherwise have terminated. Such notice shall be accompanied by a forecast of the potential volumes of the Product that are likely to be required by the Authority in any case, if not sooner terminated, extension period (the “Extension Volume”) together with any other information reasonably requested by the Supplier to enable it to plan for such extension. The terms of this Agreement shall expire at apply, mutatis mutandis, to all Units supplied by way of the close Extension Volume. For the avoidance of business on doubt, the effective date that quantity of the Offering Extension Volume is terminatednot limited by the quantities set out in clause 1.3 but must nonetheless be within the scope of the initial procurement. This The Authority may terminate this Agreement may be terminated forthwith by either party (a) immediately upon notice in writing to the other party in Supplier: if the event that the other party shall have materially failed to comply with any Supplier commits a material provision breach of this Agreement or if any of the representations, warranties, covenants or agreements terms hereof and in the case of a breach capable of remedy if such party contained herein breach shall not have been materially complied be remedied or made good within 30 days of written notice thereof; if the Supplier ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with and such failure its creditors generally; takes any step or suffers any step to comply be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is not cured within ten (10) days after taken in any jurisdiction; if the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additionLicensing Authority, the Dealer Manager, upon Commission on Human Medicines or other relevant regulatory body advises the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for Authority not to use the sale of Shares into the appropriate escrow account or, Product; if the Minimum Offering has been reached, into such other account as Supplier undergoes a change of control within the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies meaning of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management section 416 of the Offering to Income and Corporation Taxes Act 1988 (other than for an intra-group change of control) without the prior written consent of the Authority which, in the reasonable opinion of the Authority, will have a party designated by material impact on the Company. Upon expiration supply of the Products or termination the reputation of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationAuthority; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.or

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close remain in full force and effect for an initial term of business on the effective date that the Offering is terminatedthree (3) years. This Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be terminated by either party (a) immediately upon amended, unless Merchant gives written notice of termination as to the other party entire Agreement or a portion thereof at least 60 days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Agreement will terminate at the event that end of the other party shall have materially failed to comply with any material provision of then-current term. Notwithstanding the foregoing, Global Direct may terminate this Agreement or if any of the representationsportion thereof upon written notice to Merchant. Furthermore, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, Global Direct may terminate this Agreement shall be deemed suspended during at any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by time without notice upon Merchant's default in performing under any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination provision of this Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, or to any activity where the card is not physically present and swiped through the Merchant’s terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, or in the event Global Direct reasonably deems itself insecure in continuing this Agreement. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make this Agreement terminable, at the option of the Merchant, at the end of such 30 day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (aor debited) promptly to its account(s). If the deposit any has already been posted to Merchant's account(s), said posting will be reversed and all funds in its possession the deposit returned to Merchant. Termination of this Agreement shall not affect Merchant’s obligations which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver have accrued prior to the Company all records and documents in its possession termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to charge backs even if such charge backs come in after termination. In the Offering which are event of termination, all equipment leased from Global Direct (but not designated as dealer copiesfrom any other leasing agent), including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global at Merchant's expense. The Dealer ManagerNotwithstanding the foregoing, if within forty-five (45) days of Merchant’s execution of this Agreement Merchant both provides NAB or Global with written notice that it wishes to terminate this Agreement immediately and, if applicable, returns to Global, or anyone acting on Global Direct or Member’s behalf, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained Merchant’s expense any free terminals Merchant received in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate connection with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company Merchant shall pay to the Dealer Manager be responsible for compliance with all earned but unpaid compensation other terms and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of conditions set forth in this Agreement, including but not limited to any Distribution Fees, pursuant payment for all fees incurred prior to the requirements termination of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerthis Agreement.

Term and Termination. In any case, if not sooner terminated, The original term of this Agreement shall expire at the close of business commence on the effective earlier of (i) the date that of this Agreement, as of the Offering date the Agreement is executed by OTC Markets Group, or (ii) the date the Information is provided (the “Effective Date”) and shall continue unless this Agreement is otherwise terminated. This Agreement may be terminated at any time by at least thirty (30) days’ prior written notice by a party hereto given to the other. Notwithstanding the foregoing, this Agreement may be terminated by: either party party, following breach of this Agreement, upon not less than fifteen (a15) immediately upon days’ prior written notice to the other party breaching party, unless, if the breach is capable of being cured, the breach is cured within the notice period; OTC Markets Group, immediately, in the event that the Extranet Provider becomes insolvent; or the Extranet Provider makes an assignment for the benefit of creditors; or the Extranet Provider does not pay its debts as they become due or admits its inability to pay its debts when due; or the Extranet Provider files or has filed against it any petition under any provision of Title 11 of the U.S. Code (“Bankruptcy Code”) or an application for a receiver, trustee, or custodian is made by anyone or the Extranet Provider becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; OTC Markets Group, immediately, in the event that (a) the Extranet Provider is not permitted or not able to receive or OTC Markets Group is prevented from disseminating the Information, or any part thereof; (b) any representation, warranty or certification made by Extranet Provider in this Agreement or in any other party shall have materially document furnished by Extranet Provider is, as of the time made or furnished, false or misleading; (c) Extranet Provider proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, that is material to OTC Markets Group for regulatory, commercial or other reasons, made by Extranet Provider in connection herewith, after OTC Markets Group has notified Extranet Provider that such proposed action would constitute a default hereunder; (d) OTC Markets Group terminates for cause Extranet Provider’s receipt of any other service or product provided by or on behalf of OTC Markets Group; or (e) OTC Markets Group, in its sole and absolute discretion, determines that (x) the Extranet Provider has failed to comply with this Agreement and (y) any material provision delay in termination will or is likely to have an adverse impact on the operation or performance of the System or Information or is likely to cause disproportionate harm to OTC Markets Group’s interests; or OTC Markets Group, upon not less than fifteen (15) days prior written notice, in the event that any representation, warranty or certification made by Extranet Provider in this Agreement or if in any of the representations, warranties, covenants other document furnished by Extranet Provider becomes untrue or agreements of such party contained herein shall not have been materially complied with inaccurate and such failure to comply is not cured made true or accurate within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticenotice period. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, Extranet Provider shall (a) promptly deposit cease any and all funds transmission or other use of the Information. The right of termination set forth herein is in its possession which were received from investors for addition to any other remedy at law or in equity, consistent with this Agreement, that is available to one party with respect to a breach by the sale other and is in addition to anything otherwise set forth herein. Confidentiality. OTC Markets Group acknowledges that it may obtain Extranet Provider’s Confidential Information, and Extranet Provider acknowledges that it may obtain OTC Markets Group’s Confidential Information. Each of Shares into the appropriate escrow account orOTC Markets Group and Extranet Provider hereby agree that all such Confidential Information, if the Minimum Offering has been reachedand any related confidential oral information, into such other account as the Company may designate; and (b) promptly deliver shall be deemed confidential upon disclosure to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesrecipient. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to recipient shall (i) Federal and state securities laws and use such Confidential Information solely for use consistent with the rules and regulations thereunderpurposes of this Agreement, (ii) the applicable rules of FINRA hold such Confidential Information in confidence and (iii) not use, disclose, copy, or publish any such Confidential Information without the NASAA REIT Guidelinesprior written approval of the other party except as otherwise set forth herein. OTC Markets Group or the Extranet Provider each may disclose Confidential Information to each of their respective employees, but directors, and other agents solely for use consistent with the purposes of this Agreement, provided that any such officer, employee or adviser shall be advised of the terms and provisions of this Agreement and shall be bound to keep all such information confidential; providedconfidential at the time any of them receive such Confidential Information. In the event that either party is required by legal, thatadministrative or judicial process by an entity having jurisdiction over either of them to disclose any of their respective Confidential Information, nothing the party from whom disclosure is sought shall provide the party seeking confidential treatment with prompt prior written notice of such requirement, unless prohibited by law, and shall cooperate with the party seeking confidential treatment, at such party's expense, so that such party may seek a protective order or other appropriate remedy to avoid disclosure and, if requested by such party, shall cooperate in lawfully resisting such disclosure. In the event that such protective order or other remedy is not obtained, or the party seeking confidential treatment informs the party from whom disclosure is sought that it will not seek such a protective order or other remedy, the party from whom disclosure is sought may disclose only that portion of the Confidential Information that it determines, based on the advice of counsel, is legally required to be disclosed, and shall make all reasonable best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Nothing contained in this Agreement shall prevent the Dealer Manager OTC Markets Group from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use using findings from audits conducted by its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration personnel or termination of this Agreement, the Company shall pay its agents to the Dealer Manager all earned but unpaid compensation extent such findings are used in the aggregate with other information and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but such aggregation does not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerspecifically identify Extranet Provider.

Term and Termination. In any caseThe license to utilize the Touchports referenced herein shall commence upon the substantial installation of a Touchport and shall continue for a period of three (3) years thereafter for each Touchport installed. It is understood and acknowledged that the Touchports will be installed in phases and that the license rights for each particular Touchport shall commence upon substantial installation. Substantial installation shall mean delivery of the Touchport to the Hospital and connection to the Internet. The Hospitals and USS shall not delay this process. Upon expiration of the three (3) year period, if not sooner terminatedas it relates to each Touchport, the Touchport shall be removed from the Hospital and shipped to a destination selected by SSP and at SSP's expense. Upon the expiration of the three (3) year period for the last Touchport to be installed pursuant to this Agreement agreement, the obligation of USS to maintain the product inservices as required by Paragraph 5 above shall expire at terminate unless otherwise agreed to between SSP and USS. During the close term of this agreement, USS shall cause its sub-licensing Hospitals to cause the Touchports to be fully operational and to function in the ordinary course of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice subject to the other party in maintenance obligations of SSP provided for herein. During the event that the other party shall have materially failed to comply with any material provision term of this Agreement agreement and following termination of this agreement, USS will not use any sign or if materials containing the name and trademark of SSP and Oasis or any of the representationsother trademark owned by SSP unless otherwise agreed to in writing by SSP. If USS with regard to any Touchport, warranties, covenants module or agreements of such party contained herein shall not have been materially complied with and such failure modification (i) fails to comply is not cured pay any amount due hereunder within ten (10) days after the date of such occurrence same is due and payable, or (bii) on 60 days’ written notice. In if any eventexecution of any other writ of process shall be issued in any action or proceeding against USS whereby said equipment may be seized, taken, or detained, or (iii) if a proceeding in bankruptcy, receivership, or insolvency shall be instituted by or against USS, or (iv) if USS shall enter into any arrangement or composition with its creditors, or (v) if USS, with regard to any Touchport or Touchports, fails to observe, keep, or perform any other provision of this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained observed, kept, or performed by the Dealer Manager pursuant to USS, SSP shall, if such default shall continue for thirty (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.30)

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at be effective from 01.07.2022, i.e. the close Effective Date and shall survive for a period of business 1 (One) Year, with an option to extend it for additional period of 6 (six) months based on the effective date that business requirement of the Offering is terminatedCompany and as mutually decided between the Parties in writing. This Agreement may The term shall be strictly adhered to unless terminated by either party in accordance with the provisions hereunder. The Vendor may terminate the Services only by giving valid reasons and with prior notice of 30 (athirty) immediately upon notice days, in writing. If Company wishes to the other party in the event that the other party shall have materially failed to comply with any material provision of terminate this Agreement or if any of the representationsService, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten it may simply give a 7 (10seven) days after the date of such occurrence or (b) on 60 days’ written noticenotice to stop the Services, without any liability. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license On termination or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination expiry of this Agreement, Vendor shall (a) promptly deposit return or destroy, at the discretion of the Company, any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as Confidential Information provided by the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesVendor under this Agreement. The Dealer ManagerCompany shall further, at its sole expensediscretion, may make and retain copies of all such records and documents required be entitled to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in terminate this Agreement shall prevent the Dealer Manager from disclosing immediately, if: Vendor commits a material breach of any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering terms and conditions of this Agreement and fails to a party designated remedy such breach within 7 (seven) working days of being informed of the breach by the Company. Upon expiration Vendor becomes disentitled in law to perform its obligations under this Agreement on the basis of an order of the statutory/regulatory authority applicable to itself or due to any variation in the ownership or management of the Vendor; The Company becomes aware of violation of inaccuracy of any representations made in this Agreement by the Vendor. The Vendor has involved itself in any fraudulent activities, or conducted gross negligence during the Term of Services, or if the standard of services provided is not as per the requirement as mutually decided i.e. deficiency in Services. In such cases aforementioned, the Vendor shall deem to refund the Fees paid by the Company, on a pro-rata basis, of the remaining period that is unutilized from the Term of Services. However, although this agreement may terminate between the Vendor and the Company, some provisions of this Agreement shall still be in effect and shall survive the termination of this the Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation that includes, without limitation, warranty disclaimers, indemnity, limitation of liability, confidentiality, Dispute Resolution, Jurisdiction and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerproprietary rights.

Term and Termination. In The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms. If you have materially breached any caseprovision of the Terms, or if not sooner terminatedNewsela is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Newsela has the right to immediately suspend any Services and licenses provided to you under this Agreement shall expire at (“Suspension”). Following Suspension, Newsela and your Teacher and/or School, as applicable, will work together in good faith to determine whether to reinstate your access to (and any associated licenses to) the close of business on Services or permanently terminate your Services. Notwithstanding the effective date that the Offering is terminated. This Agreement foregoing, Newsela may be terminated by either party (a) terminate your Account immediately upon notice to the other party in its sole discretion in the event that the other party shall have materially failed to comply with any material provision (a) you are a repeat infringer for purposes of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence Newsela’s copyright infringement policy as described in Section 14 or (b) on 60 days’ written noticeyou violate any restriction of these Terms after Newsela makes reasonable efforts to provide you with notice of a previous violation. In You agree that Newsela shall not be liable to you or any event, this Agreement shall be deemed suspended during third party for any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration Suspension or termination of this Agreement, shall (a) promptly deposit your Account made in accordance with the Terms. Termination of any Services includes removal of access to such Services and barring of further use of the Service. Termination of all funds in its possession which were received from investors for the sale Services also may include deletion of Shares into the appropriate escrow account oryour password and your User Content and, if the Minimum Offering has been reachedapplicable, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the CompanyStudent Data. Upon expiration or termination of this Agreementany Service, the Company shall pay your right to the Dealer Manager all earned but unpaid compensation and reimbursement use such Services will automatically terminate immediately. Newsela will not have any liability whatsoever to you for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration Suspension or termination, including for deletion of your User Content and, if applicable, Student Data. Upon early termination of the Company shall not pay any Services by Newsela, in the event that you have purchased Premium Features, Newsela will refund to you a pro rata portion of fees for such compensation and reimbursements Premium Services paid to Newsela hereunder to the Dealer Managerextent such fees are for Services that have not yet been rendered or made available to you. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, indemnification, warranty disclaimers, and limitation of liability.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire is one (1) year from Employee's first complete day of service to Employer under this Agreement unless earlier terminated by Employer in Employer's sole discretion. A renewal of this Agreement will be considered by the Employer at least sixty (60) days before termination date of the close Agreement. The term of business on the effective date that the Offering is terminated. This this Agreement may be terminated "at will" by either party Employer or Employee at any time and for any reason or for no reason. Following the first three (3) months of Employee's service, in the event Employee shall be terminated by Employer without "Cause" (as defined below) Employer shall provide Employee with the compensation required by clause (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision and clause (e) of Paragraph 2 of this Agreement or if any as of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten termination date for a three (103) days after month period (the "Severance Period") following the date of such occurrence or termination plus all accrued but unpaid salary and vacation time to the date of termination, with the salary portion of all such compensation payable in cash in a lump sum (bless deductions required by law) on 60 days’ written noticedue immediately upon such termination. In any eventUpon termination of Employee's employment with Employer for Cause, this Agreement Employer shall be deemed suspended during any under no further obligation to Employee for salary or other compensation except to pay all accrued but unpaid salary and accrued vacation time to the date of termination thereof and to continue Employee's benefits under Paragraph 2 for a period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyof thirty (30) days. In addition, the Dealer Manager, upon the expiration or termination For purposes of this Agreement, "Cause" shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to mean (i) Federal and state securities laws and the rules and regulations thereunderconviction of a felony, or a misdemeanor where imprisonment is imposed, or (ii) the applicable rules Employee's entering into any arrangement with or providing of FINRA any services to any company, business or person that produces or markets children's or infant's video or music other than Genius Products, Inc. and its controlled or controlling affiliates and successors, (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination material breach of this Agreement, or (iv) any act of dishonesty in the Company performance of work under this Agreement or related to Genius Products or conflict of interest with the company. If Employee shall pay to die during the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 term of this Agreement, including but not limited Employer shall provide to any Distribution Fees, pursuant Employee's heirs or personal representatives the same compensation Employer would have paid under this Paragraph 3 to Employee if Employee had been terminated without cause on the requirements day before the date of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerEmployee's death.

Term and Termination. In any caseIf You are disqualified or withdrawn from the food stamp program, if not sooner terminated, your authority to issue benefits will be terminated contemporaneously therewith. Such disqualification or withdrawal will be deemed a breach of this Agreement with respect to your authority to issue Cash Benefits and, in the event of such disqualification, we shall expire have the right to immediately terminate the provision of service under this Section 27.8 or the Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority to issue Cash Benefits may be suspended or terminated immediately at the close sole discretion of us, the state or its EBT service provider, effective upon delivery of a notice of suspension or termination specifying the reasons for such suspension or termination if there shall be (i) any suspension, injunction, cessation, or termination of the EBT service provider’s authority to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days prior written notice, to cure any breach by You of the provisions of these terms and conditions, including without limitation, your failure to support the issuance of benefits during your normal business hours consistent with your normal business practices, your failure to comply with issuance procedures, impermissible acceptance of an EBT Card, or your disqualification or withdrawal from the food stamp program; or (iii) based on a state’s or its EBT service provider’s investigation of the effective date relevant facts, evidence that You or any of your agents or employees are committing, participating in, or have knowledge of fraud or theft in connection with the Offering dispensing of benefits. In the event You fail to cure any breach as set forth above, You may appeal such suspension of termination to the applicable state for determination in its sole discretion. In the event that your authority to accept benefits is terminated. This Agreement may be suspended or terminated by either party (a) immediately upon notice a state or its EBT service provider, and You successfully appeal such suspension or termination to the other party state or its EBT service provider, we shall be under no obligation to reinstate the services previously provided. The provision of services under this Section 27.8 shall terminate automatically in the event that the other party shall have materially failed to comply our Agreement or our service provider’s agreement with any material provision of this Agreement or if applicable state’s EBT service provider terminates for any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerreason.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business on the effective date that the Offering is terminatedremain in force unless or until terminated (in whole or in part) in accordance with Clause 5.2 below. This Agreement may be terminated by either shall terminate on the earlier of: 5 years from the date of this Agreement; the date that a party (a) immediately upon to this Agreement provides written notice of termination to the other party to this Agreement. Notwithstanding the expiry or termination for whatever reason of this Agreement, the obligations of the Company, their Representatives and Third Parties (to whom disclosure has been permitted in accordance with Clauses 2.1 and 2.2 respectively), not to use and not to disclose, divulge, reveal or disseminate any of the Confidential Information will continue for a period of 5 years from the date of disclosure of that Confidential Information. If the Company is in breach of this Agreement or in the event that the other party shall have materially failed Company fails to comply with observe or perform any material provision of the covenants contained in Clause 3 of this Agreement or if in the event that the Confidential Information or any part of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply it is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended disclosed by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination Representative of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of Third Party (other than one to whom disclosure has been authorised in accordance with Clause 2.2), then without prejudice to any other rights or remedies, Global Precision shall have the Offering right to a party designated by terminate this Agreement immediately. Save where Confidential Information is no longer subject to the Company. Upon expiration or termination terms of this AgreementAgreement pursuant to clause 4.2, upon termination or expiry of this Agreement or at any time at Global Precision’s request, the Company shall pay return to Global Precision all Confidential Information as well as all copies, notes, abstracts and records made thereof or any other item(s) or document(s) containing or embodying the Dealer Manager Confidential Information (hereafter the “Confidential Materials”) or, at Global Precision’s option and request shall destroy all earned but unpaid compensation Confidential Information as well as all Confidential Materials and reimbursement for all incurredshall give written confirmation and/or demonstrate to Global Precision’s reasonable satisfaction that it has destroyed the Confidential Information and / or Confidential Materials in accordance with this Clause 5.5. The return or destruction of the Confidential Information and / or Confidential Materials shall not, accountable compensation however, affect the Company’s obligations to which treat such Confidential Information in accordance with the Dealer Manager is or becomes entitled under Section 5 terms and conditions of this Agreement. Notwithstanding the foregoing, including but not limited the Company and its Representatives may retain Confidential Information (i) to comply with applicable laws and regulations or (ii) as part of its automatic electronic archiving and back-up procedures; provided however, that any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant retained Confidential Information shall remain subject to the terms and conditions of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration this Agreement. NO WARRANTY Global Precision makes no representations or termination, the Company shall not pay any such compensation and reimbursements warranties as to the Dealer Manageraccuracy or completeness of any Confidential Information.

Term and Termination. In (a) Unless otherwise terminated pursuant to this Agreement, each Service ordered by Customer is offered for an initial term of service (the “Initial Term”) specified in the applicable Service Order, which begins on the Ser- vice Activation Date and shall be for a minimum of twelve (12) months and could be longer depending on the length of term selected by Customer in the Service Order. Unless Customer notifies Cohere within three (3) days of the Service Activation Date that a Service is not working properly, the Service will be deemed accepted and billing will be effective as of the Ser- vice Activation Date. If Cohere cannot complete installation of a Service due to any caseCustomer delay or inaction or Customer providing inaccurate information, if Cohere may begin charging Customer for the Service and Customer shall pay such charges which will appear on Customer’s first invoice. If Customer orders installation of a Service at more than one loca- tion as set forth in a Service Order, the Initial Term for all Customer loca- tions shall begin on the Service Activation Date at the last location desig- nated in the Service Order where the Service is installed and deemed op- erational by Cohere. For avoidance of doubt, Customer shall be and re- main financially responsible for paying for all Services at each desig- nated Customer location where Service is installed but the Initial Term for all Customer locations shall not sooner terminatedbegin until the Service Activation Date for the applicable Service at the last location where the Service is installed as set forth in any Service Order or Service Order Addendum signed by Customer within ninety (90) days of submission of the first Service Order. Customer agrees and acknowledges that, for multi-loca- tion Service Orders, the Initial Term for those Customer locations in- stalled prior to the last Customer location will be longer than the Term Commitment set forth in the original Service Order. Following expiration of the Initial Term, this Agreement and the Service Order for each Service ordered by Customer shall expire at automatically renew for successive terms that are identical in length to the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by Initial Term (each, a “Renewal Term”) unless and until either party (a) immediately upon notice to notifies the other party in writing at least ninety (90) days prior to the event end of the Initial Term or any Renewal Term then in effect that it does not wish to renew the Service Order. If, during the Initial Term or any Renewal Term, Customer adds any additional services or incre- mental Users to its use of any Service, the amount of Customer’s monthly recurring charges shall, in accordance with Xxxxxx’ s prevailing rates at the time, increase the sum set forth in the original Service Order. The term for any such additional services shall be commence on the Service Acti- vation Date for the additional services and remain in effect for the remain- ing length of the unexpired Initial Term or Renewal Term for the ordered Service then in effect at the time Customer adds any additional services. To the extent that the other party shall have materially failed parties agree in writing to comply with extend the term for any material provision additional services beyond the Initial Term or any Renewal Term, the terms and conditions of this Agreement or if any shall remain in full force and effect with respect to such additional services until the expiration of the representations, warranties, covenants or agreements of term for such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageradditional services.

Term and Termination. In any case, if not sooner terminated, The original term of this Agreement shall expire at the close of business commence on the effective earlier of the date that of this Agreement or the Offering date the Information is provided and continue unless this Agreement is otherwise terminated. This Agreement may be terminated at any time by at least thirty (30) days’ prior written notice by a party hereto given to the other. Notwithstanding the foregoing, this Agreement may be terminated by: either party party, following breach of this Agreement, upon not less than fifteen (a15) immediately upon days’ prior written notice to the other party breaching party, unless, if the breach is capable of being cured, the breach is cured within the notice period; OTC Markets Group, immediately, in the event that the Distributor becomes insolvent; or the Distributor makes an assignment for the benefit of creditors; or the Distributor does not pay its debts as they become due or admits its inability to pay its debts when due; or the Distributor files or has filed against it any petition under any provision of the Bankruptcy Code or the bankruptcy code of any foreign jurisdication, or an application for a receiver, trustee, or custodian is made by anyone or the Distributor becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; OTC Markets Group, immediately, in the event that (a) the Distributor is not permitted or not able to receive or OTC Markets Group is prevented from disseminating the Information, or any part thereof; (b) any representation, warranty or certification made by Distributor in this Agreement or in any other party shall have materially document furnished by Distributor is, as of the time made or furnished, false or misleading; (c) Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, that is material to OTC Markets Group for regulatory, commercial or other reasons, made by Distributor in connection herewith, after OTC Markets Group has notified Distributor that such proposed action would constitute a default hereunder; (d) OTC Markets Group terminates for cause Distributor’s receipt of any other service or product provided by or on behalf of OTC Markets Group; or (e) OTC Markets Group, in its sole and absolute discretion, determines that (x) the Distributor has failed to comply with this Agreement and (y) any material provision delay in termination will or is likely to have an adverse impact on the operation or performance of the System or Information or is likely to cause disproportionate harm to OTC Markets Group’s interests; or OTC Markets Group, upon not less than fifteen (15) days prior written notice, in the event that any representation, warranty or certification made by Distributor in this Agreement or if in any other document furnished by Distributor becomes untrue or inaccurate and is not made true or accurate within the notice period. Without limiting this Section 9, in the event that Distributor fails, for a period of at least sixty (60) days, to pay to OTC Markets Group any amount payable hereunder, OTC Markets Group may, in its sole discretion, terminate or suspend indefinitely Distributor’s access to any or all of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeInformation. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, or termination or suspension of Distributor’s access to Information, Distributor shall (a) promptly deposit cease any and all funds use of the Information. The rights of termination and suspension set forth herein are in its possession which were received from investors for addition to any other remedy at law or in equity, consistent with this Agreement, that is available to one party with respect to a breach by the sale other and is in addition to anything otherwise set forth herein. Confidentiality and Data Privacy. OTC Markets Group acknowledges that it may obtain Distributor’s Confidential Information, and Distributor acknowledges that it may obtain OTC Markets Group’s Confidential Information. Each of Shares into the appropriate escrow account orOTC Markets Group and Distributor hereby agree that all such Confidential Information, if the Minimum Offering has been reachedand any related confidential oral information, into such other account as the Company may designate; and (b) promptly deliver shall be deemed confidential upon disclosure to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesrecipient. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to recipient shall (i) Federal and state securities laws and use such Confidential Information solely for use consistent with the rules and regulations thereunderpurposes of this Agreement, (ii) the applicable rules of FINRA hold such Confidential Information in confidence and (iii) not use, disclose, copy, or publish any such Confidential Information without the NASAA REIT Guidelinesprior written approval of the other party except as otherwise set forth herein. OTC Markets Group or the Distributor each may disclose Confidential Information to each of their respective employees, but directors, and other agents solely for use consistent with the purposes of this Agreement, provided that any such officer, employee or adviser shall be advised of the terms and provisions of this Agreement and shall be bound to keep all such information confidential; providedconfidential at the time any of them receive such Confidential Information. In the event that either party is required by legal, thatadministrative or judicial process by an entity having jurisdiction over either of them to disclose any of their respective Confidential Information, nothing the party from whom disclosure is sought shall provide the party seeking confidential treatment with prompt prior written notice of such requirement, unless prohibited by law, and shall cooperate with the party seeking confidential treatment, at such party's expense, so that such party may seek a protective order or other appropriate remedy to avoid disclosure and, if requested by such party, shall cooperate in lawfully resisting such disclosure. In the event that such protective order or other remedy is not obtained, or the party seeking confidential treatment informs the party from whom disclosure is sought that it will not seek such a protective order or other remedy, the party from whom disclosure is sought may disclose only that portion of the Confidential Information that it determines, based on the advice of counsel, is legally required to be disclosed, and shall make all reasonable best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Nothing contained in this Agreement shall prevent OTC Markets Group from using findings from audits conducted by its personnel or its agents to the Dealer Manager from disclosing any extent such findings are used in the aggregate with other information to any regulatory authority asserting jurisdiction over the Dealer Managerand such aggregation does not specifically identify Distributor. The Dealer Manager shall parties acknowledge that Data Protection Laws may apply to OTC Markets Group’s collection, storage, processing or use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management Personal Data. OTC Markets Group may process Personal Data of Recipients and other end-users of the Offering to a party designated by Information for the Company. Upon expiration or termination limited purpose of performing its obligations and exercising its rights under this AgreementAgreement (including, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to, reporting and auditing under Sections 6 and 7 herein). Distributor agrees to provide OTC Markets Group with such Personal Data, as reasonably requested by OTC Markets Group for these limited purposes. OTC Markets Group’s current publicly-posted Privacy Statement (xxxxx://xxx.xxxxxxxxxx.xxx/privacy-statement) (the “Privacy Policy”) shall apply to individuals whose Personal Data is collected, stored, processed, disclosed or used by OTC Markets Group. Distributor agrees to refer any Distribution Fees, pursuant individual whose Personal Data may be processed by OTC Markets Group to the requirements of that Section 5 at such times as such amounts become payable pursuant Privacy Policy with respect to the terms individual’s rights under applicable Data Protection Laws. Where Distributor is incorporated or organized in any member state of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or terminationEuropean Economic Area, the Company shall not pay any such compensation and reimbursements parties acknowledge that certain additional Data Protection Laws may apply to the Dealer Managertransfer of Personal Data from Distributor to OTC Markets Group and the parties may be required to enter into the Data Processing Addendum to this Distribution Agreement. LIMITED WARRANTIES AND DISCLAIMERS. OTC MARKETS GROUP WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE INFORMATION AS PROMPTLY AND AS ACCURATELY AS IS REASONABLY PRACTICABLE. NOTWITHSTANDING THE FOREGOING, DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT THE INFORMATION, ANY AND ALL MATERIAL RELATED TO THE INFORMATION, AND ANY OTHER PRODUCT THAT OTC MARKETS GROUP DIRECTLY OR INDIRECTLY PROVIDES ARE PROVIDED “AS IS” WITH NO WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE AS A RESULT OF A FAILURE BY OTC MARKETS GROUP TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OTC MARKETS GROUP WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER PERSONS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE, IS DELAYED, IS INTERRUPTED, IS INCOMPLETE OR IS NOT ACCURATE OR IS OTHERWISE MATERIALLY AFFECTED FOR A CONTINUOUS PERIOD OF FOUR (4) HOURS OR MORE DURING THE TIME THAT OTC MARKETS GROUP REGULARLY TRANSMITS THE INFORMATION, DUE TO THE FAULT OF OTC MARKETS GROUP (EXCEPT FOR A REASON PERMITTED IN THIS AGREEMENT), DISTRIBUTOR'S OR ANY OTHER INDIVIDUAL'S OR ENTITY'S EXCLUSIVE REMEDY AGAINST OTC MARKETS GROUP SHALL BE, AT OTC MARKETS GROUP’S OPTION, EITHER A PRORATED CREDIT OR A PRORATED REFUND OF ANY MONIES DUE TO OTC MARKETS GROUP FROM DISTRIBUTOR (LESS MONIES REFUNDED OR CREDITED TO DISTRIBUTOR'S RECIPIENTS AND ISSUERS) FOR THE INFORMATION AT ISSUE FOR THE PERIOD AT ISSUE. SUCH CREDIT OR REFUND SHALL BE REQUESTED BY WRITTEN NOTICE TO OTC MARKETS GROUP WITH ALL PERTINENT DETAILS INCLUDED. IN THOSE CASES WHERE DISTRIBUTOR RECEIVES SAID CREDIT OR REFUND ON BEHALF OF ITS RECIPIENTS OR ISSUERS, DISTRIBUTOR SHALL PROMPTLY PROVIDE THE SAME CREDIT OR REFUND ON BEHALF OF OTC MARKETS GROUP TO DISTRIBUTOR INVOICED RECIPIENTS. BEYOND THE WARRANTIES STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).

Term and Termination. In any case, if not sooner terminated(a) Subject to Section 12(b), this Agreement shall expire at the close of business terminate on the effective date that earliest to occur of (i) the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any election of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, selfSub-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of the Initial Term of the Management Agreement, to terminate this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules termination of FINRA and the Management Agreement by the REIT, or (iii) the NASAA REIT Guidelines, effective date of the removal of the Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the Company shall pay to REIT or any of its Affiliates, on the Dealer Manager all earned but unpaid compensation one hand, and reimbursement for all incurredthe Manager, accountable compensation to which on the Dealer Manager is or becomes entitled under Section 5 of this Agreementother hand, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 5 without acceleration9(a), the Termination Date shall be deemed not to have occurred; provided, however, that if the Minimum Offering is Sub-Manager shall not reached prior be entitled to receive any fees during any period in which the Manager does not receive fees from the REIT or any of its Affiliates. In the event the Sub-Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager shall enter into good faith negotiations with regard to any such appropriate amendments. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In any case, if not sooner terminatedThe initial term of this Agreement shall be for the term of one (1) year (the "Initial Term") commencing on the date this Agreement is accepted by authorized officers of Third-Party Processor. At the expiration of the Initial Term, this Agreement shall expire will automatically renew for successive one (1) year periods ("Renewal Term") unless a party provides the other parties with notice of its intent not to renew this Agreement at least thirty (30) days’ prior to the close expiration of business on the effective date that the Offering is terminatedthen current term. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply Processor or Merchant at any time with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written noticenotice or as otherwise provided by the terms of this Agreement. In Notwithstanding Processor’s rights to terminate this Agreement as stated elsewhere in this Agreement, Third-Party Processor may immediately suspend all processing for Merchant without providing advance written notice to Merchant: (1) upon the request of the ODFI or any eventregulatory agency (regardless of the reason for the request); (2) if Processor, the ODFI or any regulatory agency believes that Merchant is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if Processor is unable to process transactions for Merchant for any reason that is out of Processor’s control or Processor no longer has the ability to process transactions for Merchant. Finally, if Merchant and Split Limit terminate their separate contractual relationship for Split Limit’s Services, Split Limit shall immediately provide notice of such termination to Third-Party Processor and Merchant’s ability to initiate further ACH Entries shall cease and this Agreement shall be deemed suspended during any period for which terminate. Immediately upon termination of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended Agreement, whether by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or otherwise and whether or not the Agreement was terminated for cause, Processor’s obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Payment for any services rendered or any other obligation or liability owing at the time of termination shall not be affected by termination of this Agreement. At the time of termination, shall (a) promptly deposit any and Processor will place all unsettled funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required due to be retained by the Dealer Manager pursuant settled into a Reserve Account to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained be released in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination RESERVE ACCOUNT paragraph of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at continue in effect until either (1) terminated by you by destroying the close Software and its documentation together with all copies or (2) terminated by Métier 2000 by notice in writing to you if you are in breach of business any of its terms and conditions. Upon termination for whatever reason you shall immediately destroy all copies of the Software and its documentation including any Software stored on the effective date hard disk of any computer in your possession, power or control. LIMITED WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS AS TO QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT MÉTIER 2000, MÉTIER 2000'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. Xxxxxx 0000, Xxxxxx 2000's subsidiaries and affiliates, their distributors and dealers do not warrant that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party functions contained in the event Software will meet your requirements or that the other party shall have materially failed to comply with any material provision of this Agreement or if any operation of the representationsSoftware will be uninterrupted or error free. However, warranties, covenants Métier 2000 or agreements Métier 2000's subsidiary warrants a medium on which the Software is stored to be free from defects in materials and workmanship under normal use for a period of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten ninety (1090) days after from the date of such occurrence you obtained the same as evidenced by a receipt or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerotherwise.

Term and Termination. In any caseThis Agreement will be effective on and from the Commencement Date, if not sooner terminated, which will be the latest to occur of: the date this Agreement shall expire at has been signed by both parties; and the close of business date on which DIA has provided written notice to the effective date Recipient that the Offering is terminatedConditions Precedent specified in the Key Details have either been satisfied (in the opinion of DIA) or waived by DIA (at its sole discretion). This Agreement may be will remain in force until the End Date, unless terminated in accordance with this Agreement. DIA can terminate this Agreement with immediate effect, by either party (a) immediately upon giving notice to the other party in the event Recipient, at any time: while DIA reasonably considers that the other party shall Recipient has become or is likely to become insolvent; while the Recipient is subject to the appointment of a liquidator, receiver, manager or similar person in respect of any of its assets or a Crown Manager or Commission is appointed in respect of the Recipient under Part 10 of the Local Government Xxx 0000; if the Expenditure Programme(s) have not commenced by 31 March 2021; or while any one or more of the follow events or circumstances remains unremedied: the Recipient is materially failed to comply in breach of any obligation, or a condition or warranty, under this Agreement; the Recipient has provided DIA with any information in connection with or under this Agreement that (whether intentionally or not) is materially incorrect or misleading, and/or omits material provision of information; DIA reasonably considers that this Agreement or if an Expenditure Programme has caused, or may cause, DIA and/or the New Zealand Government to breach any legal obligations (including its international trade obligations); the Recipient abandons an Expenditure Programme; the Recipient is involved in any intentional or reckless conduct which, in the opinion of DIA, has damaged or could damage the reputation, good standing or goodwill of DIA or the New Zealand Goverment, or is involved in any material misrepresentation or any fraud; the Recipient (or any of its personnel or contractors) is subject to a Conflict of Interest which cannot be managed to DIA's satisfaction; or any change in law, regulations or other circumstances materially affects DIA's ability to perform its obligations under this Agreement. However, where DIA considers that a Termination Event set out in clause 4.3(d) can be remedied, DIA must give notice to the representationsRecipient requesting a remedy, warranties, covenants and must not exercise its right of termination unless the relevant event remains unremedied for at least 14 days (or agreements of such party contained herein shall not have any longer period agreed with the Recipient) after that notice has been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeprovided by DIA. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration On expiry or termination of this Agreement, shall where the aggregate of (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; total Funding paid under this Agreement and (b) promptly deliver any other money received or allocated by the Recipient, in each case to carry out an Expenditure Programme, exceeds the amount required to perform the Expenditure Programme, the Recipient must upon request refund to DIA the excess amount. At any time DIA may recover the amount of any Funding that has been spent or used other than in accordance with this Agreement, or not applied to Eligible Costs by the End Date, together with interest on all such amounts calculated at 10% per annum from the date of the misspending to the Company all records date the money is repaid. Clauses 1.5, 2.1, 2.12, 2.13, 3, 4, 5, 6, 7, 8, 9, 10 and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration 11 survive expiry or termination of this Agreement, along with any other parts of this Agreement necessary to give effect to those provisions. Expiry or termination of this Agreement does not affect any accrued rights, including any rights in respect of a breach of this Agreement or Termination Event that occurred before expiry or termination. WARRANTIES and undertakings The Recipient warrants that, in the Company shall pay course of its activities in connection with the Expenditure Programme(s), it will not infringe any intellectual property or other rights of any contractor or any other third party. The Recipient warrants that, as at the date of this Agreement: It has full power and authority to enter into and perform its obligations under this Agreement which, when executed, will constitute binding obligations on it in accordance with this Agreement's terms, and it has complied with the Local Government Act 2002 in entering into this Agreement; the Recipient is solvent and is not subject to the Dealer appointment of a liquidator, receiver, manager or similar person in respect of any of its assets or to the appointment of a Crown Manager or Commission under Part 10 of the Local Government Xxx 0000; all earned but unpaid compensation information and reimbursement for representations disclosed or made to DIA by the Recipient in connection with this Agreement are true and correct, do not omit any material matter, and are not likely to mislead or deceive DIA as to any material matter; it has disclosed to DIA all incurredmatters known to the Recipient (relating to the Expenditure Programme(s), accountable compensation the Recipient or its personnel) that could reasonably be expected to have an adverse effect on the reputation, good standing or goodwill of DIA or the New Zealand Government; and it is not aware of any material information that has not been disclosed to DIA which may, if disclosed, materially adversely affect the Dealer Manager is decision of DIA whether to provide the Funding. The Recipient warrants that: the Funding has been or becomes entitled under Section 5 will be applied solely to Eligible Costs; and the Expenditure Programme(s) will take into account the parties’ shared intention to: support economic recovery through job creation; and maintain, increase and/or accelerate investment in core water infrastructure renewals and maintenance, and such warranty will be deemed to be repeated continuously so long as this Agreement remains in effect by reference to the facts and circumstances then existing. DIA warrants that, as at the date of this Agreement, including but not limited it has full power and authority to enter into and perform its obligations under this Agreement which, when executed, will constitute binding obligations on it in accordance with this Agreement's terms. The Recipient acknowledges that DIA has entered into this Agreement in reliance on these warranties and undertakings. The Recipient acknowledges and agrees that DIA has made no warranty or representation that any Distribution Fees, pursuant funding or financial support is or will be available to the requirements Recipient in respect of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; providedExpenditure Programme(s), however, that if other than the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerFunding.

Term and Termination. In any case, if not sooner terminated, Subject to Prudential's right to terminate this Agreement in accordance with the provisions of Sections 5, 6, 7(a), 7(b), 8, 9, 16(b) and 17(b) of this Agreement, which shall expire at be without penalty to Prudential or further obligation of Prudential under Section 3 of this Agreement, and subject also to Prudential's right to terminate this Agreement in accordance with the close provisions of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party Section 3 of this Agreement: (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision The initial term of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period two (2) years from the Effective Date and shall automatically be extended for successive two (2)-year terms unless, at least one hundred and eighty (180) days prior to the end of such initial or subsequent term, BISYS gives Prudential notice that such term shall not be extended. (b) If BISYS shall fail to provide the Services in material compliance with its obligations under this Agreement, which with respect to the Dealer Manager’s license Services described in Schedule E of this Agreement shall mean compliance with the standards set forth in Schedule E, Prudential may give notice of such failure, and if, within thirty (30) days after such notice, BISYS has not cured such failure, Prudential may, without penalty or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination further obligation under Section 3 of this Agreement, cease to provide additional Plans for servicing by BISYS. (c) If BISYS shall (a) promptly deposit any and all funds fail to provide the Services in material compliance with its possession obligations under this Agreement, which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver with respect to the Company all records and documents Services described in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies Schedule E of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate mean compliance with the Company to accomplish any orderly transfer standards set forth in Schedule E, Prudential may give notice of management of the Offering to a party designated by the Company. Upon expiration such failure, and if, within ninety (90) days after such notice, BISYS has not cured such failure, Prudential may, without penalty or termination further obligation under Section 3 of this Agreement, request that BISYS transfer, to Prudential or other service provider specified by Prudential, responsibility for servicing such Plan(s) as Prudential shall designate. Any such transfer of Plan servicing to Prudential or another service provider shall be timely implemented at the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreementhighest industry standards, including but not limited to any Distribution Feesthe standards set forth in Schedules E and Q attached hereto, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.no charge

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, howeveroffset by any losses suffered by the Company, that if any officer or director of the Minimum Offering is not reached prior to such expiration Company, any person or termination, firm which has signed the Registration Statement or any person who controls the Company shall not pay any such compensation and reimbursements to within the meaning of Section 15 of the Securities Act arising from the Dealer Manager.’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement. ​

Term and Termination. In This Agreement shall be effective on [XXX INSERT DATE XXX] and shall expire on [XXX INSERT DATE XXX] (the “Term”) unless terminated earlier in accordance with Clause 7.2 or extended by mutual written agreement. Any Party may terminate this Agreement at any casetime during the Term by giving to the other Party not less than [XX] months’ prior notice in writing. Notwithstanding Clause 7.2, if a Party may terminate this Agreement forthwith by way of written notice upon any of the following events: If the other Party defaults in the performance of any of its obligations under this Agreement and fails to remedy the default (provided such default is reasonably capable of being remedied) to the reasonable satisfaction of the non-defaulting Party within [XX] days of written notification of the default; and/or If the other Party becomes insolvent, or enters into or offers to enter into any composition or scheme of arrangement with its creditors, or a receiver, a receiver and manager or judicial manager (including an interim judicial manager) is appointed to the Party or of its assets or undertakings, or ceases to carry on business in the normal course, or any execution has been levied against any of its assets and the same is not sooner terminated, discharged within seven (7) days of the execution; and/or Pursuant to a Force Majeure event as provided in Clause 8. No termination or expiration of this Agreement shall expire at the close operate to discharge or relieve any Party of business any obligations accrued pursuant to this Agreement on or prior to the effective date that of such termination or expiration. Where this Agreement is terminated in accordance with Clauses 7.2 or 7.3, the Offering is terminatedParties shall use their best endeavours to wind up the work carried out in relation to the Project in an orderly fashion and where applicable to complete such outstanding work during the relevant action periods, during which periods this Agreement shall remain in force insofar as necessary for the completion of the outstanding work. This Agreement may be terminated by either party (a) immediately upon notice For the avoidance of doubt, the Parties shall return any unutilised funds back to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeParty. In any event, this Agreement shall be deemed suspended during any period for addition to such provisions which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon survive the expiration or termination of this AgreementAgreement by operation of law, this Clause 7.6 and Clauses 3, 4, 5, and 11 shall (a) promptly deposit any and all funds in its possession which were received from investors for survive the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration termination or termination expiry of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired as specified in applicable Purchase Orders or have been terminated. The Customer is entitled to use Purchased Services under the terms of the Agreement from the moment of signing applicable Purchase Order Subject to the provisions of this Article, the Purchase Order is automatically renewed for another 12 months subscription period and: • the Customer must present a declaration in order to terminate the Purchase Order – no later than three months before the end of the subscription period, • if the declaration is presented within the specified term, the Purchase Order is not sooner terminated, this Agreement shall expire renewed and expires at the close end of business on the effective date that subscription period, • lack of presentation of the Offering is terminateddeclaration within the term indicated above will result in renewal of Purchase Order and obligation to pay the Fee for another one year subscription period. This Agreement may be terminated by either party (a) immediately upon notice Termination for breach: In case of termination for breach, the diligent Party shall send to the other party Party in breach a written (including e-mail) notice specifying the breach and providing a reasonable time limit, not shorter than 30 (thirty) days, for remedying the breach. If in the event that opinion of the diligent party, supported by a written (including email) explanation, the breach has not been remedied satisfactorily within the provided deadline, the diligent Party may in its sole discretion terminate the Agreement and/or Purchase Order with immediate effect by providing the Party in breach with a written notice of termination. The previous sentence does not preclude the other party shall have materially failed Party to comply with any material provision take available legal measures in case it deems the notices of termination was given unjustifiably. Notwithstanding the other provisions of this article THINGS SOLVER may terminate this Agreement and/or applicable Purchased Orders with immediate effect and without prior notice in case Customer breaches any term or if any condition of granted license or ceases to do business as a going concern. Termination of the representations, warranties, covenants or agreements of such party contained herein shall Agreement and/or Purchase Orders does not have been materially complied with and such failure entitle Customer to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticedemand fee to be returned. In any event, this Agreement shall be deemed suspended during any period for which case of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, termination stipulated in the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors amounts due for the sale of Shares into services already performed in full or in part by the appropriate escrow account orTHINGS SOLVER under the Agreement, if will fall due immediately and the Minimum Offering has been reached, into such other account as THINGS SOVER will be entitled to invoice the Company may designate; and (b) promptly deliver Customer accordingly. The termination shall not be effective in relation to the Company all records and documents in its possession which relate to services that were already performed under the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon This Agreement shall begin on the date that it has been signed by both parties (the "Effective Date"). The term of the Agreement will be 30 (thirty) years from the Effective Date. Purchaser agrees that it will commence using Seller's water within four (4) years of the Effective Date, after which time, if Purchaser has not commenced using water, the Agreement will automatically terminate, without further action on the part of either party. If the Seller contends that the Purchaser has breached a material term of this Agreement [other than non-payment of an invoice, the remedy for which is addressed in Subsection IX(b), below, and failure to submit a request and plan to Seller to increase capacity, the remedy for which is addressed in Subsection II(a), above], the Seller shall provide written notice to the other party in Purchaser detailing the event that breach, and the other party Purchaser shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten 30 (10thirty) calendar days after from the date of such occurrence or the notice to cure that breach (b) on 60 or, if the breach cannot reasonably be cured within 30 calendar days’ written notice. In , to make reasonable efforts to begin curing the breach and to continue diligently working to cure the breach after the 30 days have ended, until the breach is cured, provided that the breach must, in any event, and nothing else to the contrary withstanding, be cured within 90 (ninety) calendar days of the date of Seller’s notice to Purchaser of the breach). If the Purchaser does not cure the breach or make reasonable efforts to begin curing the breach, as applicable, within the specified time periods, or, if the Purchaser does not, thereafter, continue to diligently pursue a remedy of the breach, all as the Seller, in its sole and absolute discretion, shall determine, the Seller may either terminate this Agreement, with thirty 30 (thirty) calendar days' prior, written notice, or suspend this Agreement for as long as the breach remains uncured, as Seller, again, it its sole and absolute discretion, shall determine. If this Agreement is suspended, the Purchaser may, at any time before the Seller provides written notice of termination, per Subsection IX(c), below, reinstate this Agreement upon curing the breach, at which time the Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerreinstated.

Term and Termination. In any caseThe Agreement and each party’s participation in the Programs shall commence on the Effective Date and, if not sooner unless earlier terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party later of (a) one (1) year after the last Order Form or other similar ordering document expires, or (b) three (3) years after the Effective Date (“Term”), at which time Partner may apply to renew the Agreement. Either party may terminate the Agreement and its participation in the Programs immediately upon written notice due to a material breach of the Agreement by the other party, which material breach has remained uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the breaching party. Either party may terminate this Agreement upon written notice after the other party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other bankrupt/insolvent party shall have materially failed to comply with or any material provision of its assets or properties, or an involuntary petition in bankruptcy has been filed against the party which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days. Termination of this Agreement will not release the parties from any liability, including, without limitation, payment obligations, which at the time of termination has already accrued or if which thereafter may accrue with respect to any of act or omission before termination, or from any obligation which is expressly stated in this Agreement and/or any applicable exhibit to this Agreement to survive termination. Notwithstanding the representationsforegoing, warranties, covenants or agreements the party terminating this Agreement as permitted in this Section will incur no additional liability merely by virtue of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticetermination. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, shall whether for default or otherwise: (ai) promptly deposit any and the parties will cooperate in making administrative arrangements for transfer of customers as necessary; (ii) each party will cease representing itself as a sales alliance partner of the other party; (iii) all funds in its possession which were received from investors licenses granted for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designateTerm hereunder will terminate; and (biv) promptly deliver each party will cease using, return or destroy, at the sole election of the other party, all Confidential Information of such other party and all personal data, except to the Company all records and documents in its possession which relate extent necessary to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over support then-current customers through the Dealer Managerend of such customers’ agreements. The Dealer Manager shall use its reasonable best efforts provisions of Sections 2, 8, 9, 10, and 11 as well as any obligations to cooperate with the Company to accomplish pay any orderly transfer of management of the Offering to a party designated by the Company. Upon amounts due and outstanding hereunder, will survive termination or expiration or termination of this Agreement; provided that no obligation shall survive more than five years after the obligation was incurred. Each party may seek to change or modify the Agreement and/or any incorporated ancillary addenda and may suspend or terminate participation in the Program, at any time in its sole and absolute discretion, upon thirty (30) days’ notice to the other party. If a party modifies the Agreement, and the other party does not agree to such modification, the Company shall pay party may terminate the Agreement upon written notice to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which other party. In the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to event either party terminates the requirements of that Section 5 at such times as such amounts become payable Agreement without cause pursuant to the terms herein, then, provided that payment for a Solution or its elements of such Section 5 without acceleration; providedthe Integrated Solutions is timely received, however, that if each Enterprise User may continue to use a Solution or the Minimum Offering is not reached prior to such Integrated Solutions through the earlier of either: (i) the expiration or of the applicable Enterprise User Order Form in effect at the time of termination, or (ii) up to three (3) months from the Company date of termination, during which time Enterprise User shall not pay any such compensation and reimbursements have the opportunity to enter into a contract directly with the Dealer Managerother party.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at commences as of the close earliest of business the date (i) so indicated on the effective date that first page; (ii) executed by the Offering is terminated. This Agreement may be plan sponsor; or, (iii) funds are deposited with MassMutual or the trustee/custodian, and continues until terminated by either party (a) immediately upon notice to party. At any time, MassMutual or the Plan Sponsor may terminate this Agreement by providing the other party written notice of its intent. Appointment of a successor recordkeeper by the Plan Sponsor effectively terminates this agreement. If the Plan is solely funded by a group annuity contract, then this agreement terminates coincident with the termination of the group annuity contract. Otherwise, the termination is effective sixty (60) days from the date notice is received by the other party, unless the parties select another date mutually agreeable to both. If the Plan Sponsor is terminating this agreement because it objects to an amendment by MassMutual, it may terminate the Agreement by delivering thirty (30) days notice to MassMutual. MassMutual will continue to provide administrative services through the termination date, will be entitled to fees, and will cooperate in the event conversion of the Plan to the new recordkeeper to the extent mutually agreeable to both parties. On and after the termination date, contributions to, withdrawals from, and transfers between funds maintained with respect to this Agreement will not be permitted. As of a date not later than thirty (30) days following the termination date, MassMutual will withdraw the value of the affected participants’ accounts from the investments made under this Agreement and will deliver the proceeds of such withdrawal to, or as directed by, the Plan Sponsor provided that the MassMutual will first be entitled to deduct from such proceeds any administrative or other party fees then due to MassMutual. It shall have materially failed to comply with any material provision not be a breach of this Agreement if MassMutual fails to make a withdrawal and/or deliver proceeds, as provided for above, due to an unscheduled market closure or if any other event beyond MassMutual’s reasonable control, provided MassMutual makes such withdrawal and/or delivers such proceeds as soon as reasonably possible following such event. Termination of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver contract issued to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to Plan Sponsor by MassMutual will be retained governed solely by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay contract. MassMutual will provide any such compensation and reimbursements outstanding reports to the Dealer ManagerPlan Sponsor within ninety (90) days of the termination date. Information regarding the form 5500 will be provided as required by law which may be later than stated above.

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire at the close of business commence on the effective date that the Offering is terminatedEffective Date and, unless earlier terminated as provided in this Agreement, shall continue for a period of one (1) year. This Agreement may be terminated by shall automatically renew for additional one (1) year terms unless either party (a) immediately upon gives written notice to the other party of non-renewal at least thirty (30) days prior to the expiration of the then-current term or this Agreement is otherwise terminated as provided in the event that this Agreement. [Optional: Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to the other party shall have materially failed party.] MLS may terminate this Agreement, upon the occurrence of any of the following events: (1) Participant fails to pay any Fees when due; (2) Participant discloses any Confidential Information, including, without limitation, any password of Participant or a Sales Licensee, except as expressly provided in this Agreement; (3) Participant otherwise fails to comply in all respects with the Rules and Regulations, the applicable Board Rules and Regulations, or the Code of Ethics and Standards of Practice of the NATIONAL ASSOCIATION OF REALTORS®; (4) Participant defaults under any material provision term or condition of any License Agreement; or (5) Participant defaults under any other material term or condition of this Agreement. Except as otherwise provided in this Agreement, termination pursuant to this Section 20.c of this Agreement or if shall be effective at any time after MLS has given ten (10) business days notice to Participant of the representationsany such event, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure event has not been cured within such ten (10) day period. Notwithstanding the foregoing sentence, if, in the reasonable discretion of MLS, the occurrence of any such event could result in irreparable harm to comply is not cured MLS, termination shall be effective immediately, without prior written notice to Participant, provided that notice shall be delivered to Participant within ten (10) business days after the date following such termination. This Agreement may also terminate as provided under Section 23.d of such occurrence or (b) on 60 days’ written noticethis Agreement. In addition to all other rights and remedies available to MLS under this Agreement, if Participant fails to pay any eventFees when due, or otherwise defaults under this Agreement, MLS may, in its sole discretion, temporarily suspend the license granted to Participant to access the MLS Database until all outstanding Fees have been paid in full or the default has been cured. Notwithstanding anything to the contrary in this Agreement, if Participant violates or is alleged to have violated the Rules and Regulations, Participant shall not be terminated in accordance with Section 19.c of this Agreement shall be deemed suspended during until any period for which hearing or appeal rights of Participant have expired as provided in the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyRules and Regulations. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, shall (a) promptly deposit Participant agrees to immediately destroy any printouts of the MLS Database or Listing Content, and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain any copies of all such records the MLS Database and documents required Listing Content in Participant’s possession or under Participant’s control, including in possession of any Affiliates. No pre-paid Fees will be refunded to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules Participant for any termination of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the CompanyAgreement. Upon expiration or termination of this Agreement, all licenses granted and all services provided to Participant under this Agreement shall terminate. In addition, any and all rights granted to Affiliates to access or use the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, MLS Database pursuant to the requirements Rules and Regulations or separate agreement with MLS shall automatically terminate, unless otherwise expressly provided with respect to Sales Licensees under an applicable Subscriber Agreement. If, for any reason, any Subscriber Agreement is terminated, Participant agrees to either assign all Participant’s Listings originated by the terminated Sales Licensee to another of Participant’s Sales Licensees, or request that Section 5 at such times as such amounts become payable pursuant to MLS terminate or change the terms status of such Section 5 without acceleration; provided, however, that if Participant’s Listings originated by the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerterminated Sales Licensee.

Term and Termination. In any case, if not sooner terminated, 2.1 The term of this Agreement shall expire at the close of business begin on the effective date Effective Date and continue until the Clinical Trial has been completed to the reasonable satisfaction of the Sponsor. The parties estimate that the Offering is terminatedClinical Trial will end on (i) June 2017 or (ii) six (6) months following final database lock, unless sooner terminated in accordance with the terms hereof. The parties agree that the term may be amended by mutual agreement. 2.2 This Agreement may be terminated by either party at any time in the exercise of its sole discretion upon fifteen (a15) immediately upon calendar days prior written notice to the other party in the event that the other party shall have materially failed party. Reasons for Clinical Trial termination may include but are not limited to: breach of contract, including failure to comply with any material provision the Protocol and applicable laws and regulations receipt of this Agreement safety information that makes it prudent to do so or if any no subjects have been recruited at the Study Site within three (3) months following the trial initiation at the site. Notwithstanding the above, CRO may immediately terminate the Clinical Trial if, within its sole judgment, such immediate termination is necessary based upon considerations of patient safety or upon receipt of data suggesting lack of sufficient efficacy. Upon receipt of notice of termination, Institution and Principal Investigator agree to promptly terminate conduct of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure Clinical Trial to comply is not cured within ten the extent medically permissible for any individual who participates in the Clinical Trial (10) days after the date of such occurrence or (b) on 60 days’ written notice“Trial Subject”). In any eventthe event of termination hereunder, other than as a result of a material breach by Institution or Principal Investigator, the total sums payable by CRO on behalf of Sponsor pursuant to this Agreement shall be deemed suspended during equitably prorated for actual work performed to the date of termination, with any period for which the Dealer Manager’s license unexpended funds previously paid by CRO of behalf of Sponsor to Institution being refunded to CRO on behalf of Sponsor. 2.3 Institution and Principal Investigator shall immediately deliver to CRO or registration to act its designee all data generated as a broker dealer result of the Clinical Trial as well as all clinical specimen collected and shall be revoked return to CRO or suspended destroy upon instructions of the CRO, all unused Study Product, all documents, materials and equipment provided by any federalCRO or Sponsor and all Sponsor Confidential Information, self-regulatory as defined in Section 7.2 below or state agency. In additionin accordance with Exhibit A, at the Dealer Manager, upon earlier of the expiration conclusion of the Clinical Trial or termination of this Agreement. This provision does not apply to those documents that should be maintained and retained by the Principal Investigator at the Study Site, shall (a) promptly deposit any as defined in the Protocol and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account oras requested by applicable laws and regulations. 2.4 Upon termination, if the Minimum Offering has been reachedClinical Trial is a multi-center trial, into such if possible, upon the CRO or Sponsor’s request, Principal Investigator shall refer the Trial Subjects to other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party trial sites designated by the CompanySponsor. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager3.

Term and Termination. The initial term of this Agreement shall commence on the Effective Date and shall expire ten (10) years thereafter ("the Initial Term"). Upon the expiration of the Initial Term, BAC, in its sole discretion, shall be entitled to renew this Agreement for an additional term of five (5) years ("the First Renewal Term"). Upon the expiration of the First Renewal Term, BAC, in its sole discretion, shall be entitled to renew this Agreement for an additional term of five (5) years ("the Second Renewal Term"). Upon the expiration of the Second Renewal Term, BAC, in its sole discretion, shall be entitled to renew this Agreement for an additional term of five (5) years ("the Third Renewal Term"). Upon the expiration of the Third Renewal Term, BAC, in its sole discretion, shall be entitled to renew this Agreement for an additional term of five (5) years ("the Fourth Renewal Term"). Upon the expiration of the Fourth Renewal Term, BAC, in its sole discretion, shall be entitled to renew this Agreement for an additional term of five (5) years ("the Fifth Renewal Term"). With respect to each aforesaid renewal term, BAC shall be deemed to have exercised its renewal right unless BAC notifies Allixxx, xx least thirty (30) days prior to the expiration of the immediately preceding term, that it desires to terminate this Agreement. In any case, if not sooner terminatedthe event BAC provides such notice to Allixxx xxxhin the aforesaid time period, this Agreement shall expire at the close of business on the effective date that the Offering is terminatedlast day of such immediately preceding term. This Agreement may be terminated by Notwithstanding any contrary provision of this Section 4, either party (a) may immediately terminate this Agreement upon notice to the material breach of this Agreement by the other party party; provided, however, in the event that BAC defaults in the other party shall have materially failed performance of its financial obligations under this Agreement, Allixxx xxxll give written notice of such default to comply with any material provision of BAC, and Allixxx xxxll not be entitled to terminate this Agreement or if any of the representations, warranties, covenants or agreements of unless such party contained herein shall not have been materially complied with and such failure to comply default is not cured within ten thirty (1030) days after the date BAC's receipt of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon Upon the expiration or termination of this Agreement, BAC shall (a) promptly deposit any cease and desist from all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by subject matter of the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerExclusive License.

Term and Termination. In any caseThis Agreement shall commence on the Effective Date, if not sooner terminatedand shall remain in effect for two (2) years, unless earlier terminated as set forth in this Agreement shall expire at (the close of business on the effective date that the Offering is terminated. This "Term" In addition to any other right or remedy available to a party under this Agreement may be terminated by or otherwise, either party (a) immediately upon notice to may terminate this Agreement if the other party in the event that the other party shall have materially failed to comply with breaches any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is has not cured the breach within ten thirty (1030) days after receipt of written notice of the date of such occurrence breach from the nonbreaching party, which notice shall describe, with as much particularity as possible, the alleged material breach. DLMSI, may alter, modify, or suspend the SkyMiles Program at any time without notice. DLMSI may terminate the SkyMiles Program upon giving six (b6) on 60 days’ months advance written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license DLMSI or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of Company may terminate this Agreement, shall (a) promptly deposit any without cause and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orterminating party's convenience, if the Minimum Offering has been reached, into such other account as the Company may designate; and effective forty-five (b45) promptly deliver days following written notice to the Company all records and documents other party. Except for payments specifically set forth in its possession which relate Section 9(f), neither party shall be liable to the Offering which are not designated as dealer copiesother for any damages, including lost anticipated profits or benefits, on account of such a termination. The Dealer ManagerIn the event of termination of Company's participation in the SkyMiles Program for any reason, at its sole expense, may make and retain copies of all such records and documents required to be retained by including the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon termination or expiration or termination of this Agreement, the parties shall jointly notify affected Members of the pending discontinuation. At no time during the Term or thereafter shall Company make targeted solicitations to Company customers who were acquired via SkyMiles Program acquisitions channels to join any program or service provided by Company, which program or service is co-branded, cross-marketed, or associated in any way with any other airline. Mass mailings, media marketing and advertising shall not be considered a targeted solicitation pursuant to this provision. For a period of six (6) months from the time of such notice of discontinuation to Members, Delta shall continue to award Delta Miles to Members who were participants in the Incentive Program at the time of such discontinuation and who earned Delta Miles under the Incentive Program before the effective date of termination, and Company shall pay with respect to such Delta Miles, in accordance with the Dealer Manager all earned but unpaid compensation and reimbursement terms of this Agreement. In the event of termination of Company's participation in the SkyMiles Program for all incurredany reason, accountable compensation to which including the Dealer Manager is termination or becomes entitled under Section 5 expiration of this Agreement, including but not limited Company shall pay DLMSI the total amount owing for Delta Miles earned or awarded prior to the effective date of termination in accordance with the formula set forth in Exhibit B. Any shortfall in Company's Promotional Materials and Advertising commitment in Exhibit E shall be invoiced by DLMSI to Company. Company shall pay such revenue guarantee shortfall and recalculated invoices, if any, within thirty days of the effective date of termination. During any period after which notice of termination has been given by either party, and prior to termination of Company's participation in the SkyMiles Program, except as otherwise provided in this Agreement, each party shall continue to fulfill its respective obligations under this Agreement, unless otherwise prohibited by law, and shall cooperate in the orderly wind-down of Company's participation in the SkyMiles Program. Articles 1, 6, 7, 8, 11, and 14 through 19 shall survive termination or expiration of this Agreement, in addition to any Distribution Feesprovisions which by their nature should, pursuant to the requirements or by their express terms do, survive or extend beyond termination or expiration of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerthis Agreement.

Term and Termination. In any case, if not sooner terminated, The initial term (“Initial Term”) with respect to a Licensed Product under this Agreement shall expire commence on the date noted on the Order Form, or the electronic delivery of the license key for the Licensed Product, and shall run for a period of one (1) year. The license for each Licensed Product shall automatically renew for consecutive additional one (1) year renewal periods at the close end of business on each then-current license period (each such period, a “Renewal Term”, and collectively together with the effective date that Initial Term, the Offering is terminated. This Agreement may be terminated by either “Term”) unless a party (a) immediately upon notice to gives the other party in written notice of non-renewal at least thirty (30) days prior to the event that expiration of the then-current license period. During the Term, either party may terminate this Agreement and/or any license granted hereunder if the other party shall have materially failed to comply with breaches any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured fails within ten (10) business days after receipt of written notice of default to correct such default. Further, either party may terminate this Agreement and/or any license granted hereunder if the other party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) calendar days. Neither expiration of the Term nor termination of this Agreement and/or any license granted hereunder shall relieve either party from any obligation or liability that has accrued under this Agreement prior to the date of such occurrence expiration or termination. At the earlier of expiration or termination with respect to any Licensed Product, (bi) on 60 days’ all rights and licenses with respect to such Licensed Product will immediately terminate and Licensee shall immediately cease all use of and activities with respect thereto, (ii) Licensee shall within ten (10) business days deliver to Licensor (or at Licensor’s written noticerequest, destroy) and permanently erase from all devices and systems controlled by Licensee such Licensed Software and related Documentation, and (iii) Licensee shall certify to Licensor that it has complied with the requirements of this sentence. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additionFurther, the Dealer Managerprovisions of Section 8 ("Confidential & Proprietary Information"), upon Section 9 ("Warranties"), Section 10 ("Limitation of Liabilities"), Section 12 (“Disputes; Choice of Law”) and Section 13 (“Miscellaneous”) shall survive the expiration of the Term or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business will commence on the effective date that hereof and will continue until the Offering is terminatedend of the [three year] period following the date hereof (the “Initial Term”), unless renewed or terminated in accordance with this Agreement. This Agreement may be terminated by will automatically renew on the terms and conditions contained herein for additional successive periods of [one year] each (each a “Renewal Term”, and if so renewed, all such Renewal Terms together with the Initial Term, the “Term”) unless either party (a) immediately upon Party provides written notice to the other party Party that it does not wish to renew this Agreement at least [six months] in advance of the event that end the other party shall have materially failed to comply with any material provision of then current Initial Term or Renewal Term (if any). CEATI may terminate this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within individual SOW for convenience upon ten (10) days after the date of such occurrence or (b) on 60 days’ written noticenotice to the CONTRACTOR. In any event, CEATI may also terminate this Agreement shall be deemed suspended during or any period for which individual SOW at any time should the Dealer Manager’s license or registration CONTRACTOR fail to act satisfactorily perform and carry out its duties and obligations as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained clearly stipulated in this Agreement shall prevent or the Dealer Manager from disclosing applicable SOW or is otherwise in breach of any such information to any regulatory authority asserting jurisdiction over of its representations, warranties or obligations under this Agreement or the Dealer Managerapplicable SOW. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this AgreementFor greater clarity, the Company shall pay CONTRACTOR fails to satisfactorily perform and carry out its duties and obligations under the Dealer Manager following non-exclusive situations: The CONTRACTOR refuses, omits or neglects to submit any completed Work to CEATI. Whereas in order to constitute a completed Work the CONTRACTOR must supply all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreementmaterials requested by XXXXX, including but not limited to provisional reports, raw data and a summary of data collected from a survey or literature search, preliminary lab test results, outline or other sections from the draft final report or other materials relevant to the scope of the particular project; The CONTRACTOR submits a completed work to CEATI, however, said Work does not significantly correspond to the proposed work agreed upon under the applicable SOW; The CONTRACTOR submits or intends to submit a completed Work to CEATI, however, said submission takes place past the originally agreed upon submission date as set forth the applicable SOW and beyond any Distribution Feesapproved delay given the nature of the project. The CONTRACTOR fails to fulfil its obligation with regards to key personnel, as set forth in Article 8 of this Agreement. In the event of termination of this Agreement by CEATI pursuant to Section 13.2 hereof, in full discharge of any obligations to the requirements CONTRACTOR hereunder, CEATI shall pay for costs and non-cancellable commitments incurred prior to the date of termination and that Section 5 at such times as such amounts become payable CEATI has previously agreed to, and reasonable close-out costs, subject to the CONTRACTOR taking all reasonable steps to minimize termination and close-out costs. In the event of termination of this Agreement by CEATI pursuant to Section 13.3 hereof, in full discharge of any obligations to the CONTRACTOR hereunder: CEATI shall only be obliged to pay for the portion of the Work which it received within the agreed upon submission date and which significantly corresponds to the attached proposal initially submitted and agreed upon, and will be under no obligation to pay close-out costs. The CONTRACTOR shall be liable for all Losses, including lost revenues, incurred by XXXXX as a result of the CONTRACTOR’s failure to submit the Work in the manner and within the time-frame agreed upon. Each SOW shall come into force on the date indicated therein, and shall remain in force until the Work set forth in such SOW is received and accepted by CEATI. In the event of expiry of this Agreement due to non-renewal by a Party pursuant to Section 13.1, any SOWs which are currently in force and this Agreement shall continue until such time as all SOWs are completed or otherwise terminated in accordance with the terms of such Section 5 without acceleration; providedthis Agreement or the SOW, howeverat which time this Agreement shall automatically terminate. In the event of termination or expiry of this Agreement for any reason, that if (i) the Minimum Offering is not reached CONTRACTOR shall deliver to CEATI any reports, software or other documents or materials prepared for CEATI prior to such expiration the date of termination or terminationexpiry; and (ii) the CONTRACTOR shall, at the Company election of CEATI, either return or destroy all Confidential Information held by or for the CONTRACTOR and will provide CEATI with written certification signed by an officer of the CONTRACTOR that all Confidential Information (and copies thereof) have been either returned or destroyed. The termination or expiry of this Agreement shall not pay affect any of the provisions of this Agreement which by their nature are intended to survive and continue in effect after such compensation termination or expiry, including without limitation ARTICLE 5 (Intellectual Property); ARTICLE 6 (Confidential Information); ARTICLE 9 (Publicity Release); Section 10.2 (Indemnification); Sections 13.4 to 13.6 (Effects of Termination); ARTICLE 14 (Notices); ARTICLE 16 (Non-Solicitation); ARTICLE 17 (Canadian Investment Tax Credits); and reimbursements to the Dealer ManagerARTICLE 19 (Miscellaneous).

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire at the close of business be for one (1) calendar year, unless otherwise stated in Section 25 on the effective Merchant Bankcard Application under “Early Cancellation Fee,” commencing from the date that of execution by Moneris and Xxxxxx (hereinafter referred to as the Offering is terminated“Anniversary Date”), and shall automatically renew thereafter on each subsequent Anniversary Date unless sooner terminated in accordance with the provisions of this Agreement. This Agreement may be terminated by either party (a) immediately at any time for any reason upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event; provided that notwithstanding such termination, this Agreement shall be deemed suspended during remain in full force and effect with respect to any period Sales Draft which is actually delivered to Xxxxxx and Moneris by Merchant and not returned to Merchant prior to Xxxxxx’x and Moneris’s extending credit therefore. The right of Merchant to make sales as specified in this Agreement and to use advertising displays, Sales Drafts, Credit Vouchers, and other items and materials developed for which the Dealer Manager’s license or registration to act as a broker dealer use under this Agreement shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, cease upon the expiration or termination of this Agreement. Merchant expressly acknowledges that a Terminated Merchant File (“MATCH System”) is maintained by MasterCard containing the business name, shall (a) promptly deposit names, and identification of principals of merchants which have been terminated for one or more of the reasons specified in Visa, MasterCard, or DFS operating regulations. Examples would be, but are not limited to, processing transactions for a business not indicated on the Merchant Bankcard Application, fraud, counterfeit drafts, unauthorized transactions, excessive chargebacks and retrieval requests, laundering, or where a high security risk exists. Merchant acknowledges that should Xxxxxx or Moneris suspect any of the above, Xxxxxx may establish a Security Reserve in accordance with Paragraph 13. Merchant acknowledges that Xxxxxx is required to report the business name of Merchant and all funds the names and identification of its principals to the MATCH System when Merchant is terminated because of one or more of the reasons specified in its possession which were received from investors for the sale of Shares into the appropriate escrow account orVisa, MasterCard, or DFS Regulations. Furthermore, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Merchant fails to the Company all records and documents in fulfill its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager obligations arising from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay Xxxxxx may submit a derogatory report on Merchant and its principals to the Dealer Manager all earned but unpaid compensation a consumer and/or business credit reporting agency. Merchant expressly agrees and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior consents to such expiration or termination, the Company shall not pay any such compensation reporting by Xxxxxx and reimbursements to the Dealer ManagerMoneris.

Term and Termination. In You may terminate this License at any casetime by returning the entire Software, if not sooner terminatedincluding the media, this Agreement shall expire at Software and Documentation, and other paraphernalia and all copies thereof and extracts therefrom, to Licensor and by erasing all copies of the close of business on the effective date software that the Offering is terminated. This Agreement may be terminated located on any systems owned or controlled by You or upon which You know a copy of the Software has been placed. Upon termination, You agree to immediately return to Licensor the entire Software, including the media, Software and Documentation, and all copies thereof and extracts therefrom, and to erase all copies of the Software that may be located on any systems owned or controlled by You or upon which You know a copy of the Software has been placed. EXPORT CONTROL REQUIREMENTS. Licensee agrees that at no time, either party (a) immediately upon notice to during the other party in the event that the other party shall have materially failed to comply with any material provision term of this Agreement or if thereafter, shall Licensee knowingly export, directly or indirectly, any United States source technical data acquired from Licensor under this Agreement or any direct products of that technical data to any country for which the representationsUnited States government or any agency thereof at the time of export requires an export license or other governmental approval, warrantieswithout first obtaining that license or approval when required by applicable United States law. LIMITED WARRANTY. Licensor warrants, covenants or agreements for Licensee's benefit alone, that the media in which the Software is embedded shall, for a period of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten sixty (1060) days after from the date of such occurrence or Licensee's purchase of the Software (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration referred to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; "Warranty Period"), be free from defects in material and (b) promptly deliver to workmanship. Licensor further warrants, for your benefit alone, that during the Company all records and documents Warranty Period the Software shall operate substantially in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company then-current Documentation supplied therewith. If, during the Warranty Period, a defect in the Software or media appears, You may return the Software to accomplish any orderly transfer of management Licensor personally or by mail to immixTechnology, c/o AccessData, 000 Xxxxx 000 Xxxx, Xxxxx 000, Xxxxxx, Xxxx 00000, with written instructions for replacement. DISCLAIMER OF IMPLIED WARRANTIES. THE FOREGOING CONSTITUTES YOUR REMEDY FOR BREACH BY LICENSOR OF ANY WARRANTIES MADE UNDER THIS LICENSE.EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE, MEDIA, AND DOCUMENTATION ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU. HOLD HARMLESS. You accept full legal responsibility for all forensic investigations performed through your use of the Offering to a party designated by the CompanySoftware. Upon expiration or termination of this AgreementLIMITATION OF LIABILITY. LICENSOR’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurredDEMANDS, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this AgreementOR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE OR THE USE OF THE SOFTWARE SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, including but not limited to any Distribution FeesINCIDENTAL, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; providedCONSEQUENTIAL, howeverSPECIAL, that if the Minimum Offering is not reached prior to such expiration or terminationOR EXEMPLARY DAMAGES OR LOST PROFITS OR ANY SIMILAR CLAIMS, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerEVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ATTORNEYS' FEES AND COSTS. Reserved.