Common use of Exclusivity Clause in Contracts

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security.

Exclusivity. Publisher agrees that Taboola will be Publisher’s (a) After the Closing, the sole and exclusive Service provider during remedy for any and all claims, Damages or other matters arising under, out of, or related to this Agreement or the Term and Publisher agrees that it will not engage any third partytransactions contemplated hereby, including without limitationin the case of Fraud, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach rights of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions indemnification set forth in this paragraph Article VI (with respect to Taxes) and Article IX only, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, strict liability, equitable remedy or otherwise, it being agreed that all of such other remedies, entitlements and recourse are essential expressly waived and released by the Parties to Taboola’s business and that any breach the fullest extent permitted by Law. FOR THE AVOIDANCE OF DOUBT AND IN FURTHERANCE AND NOT LIMITATION OF THE FOREGOING, BUYER EXPRESSLY AGREES THAT FOR ANY REMEDIAL ACTION SUBJECT TO A CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, BUYER WAIVES AND SHALL NOT ASSERT ANY ACTION UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (CERCLA), OR ANY ANALOGOUS STATE OR LOCAL COUNTERPART OR ENVIRONMENTAL LAW, AND THAT ANY CLAIM FOR INDEMNIFICATION REGARDING ANY REMEDIAL ACTION SHALL BE LIMITED TO, AND GOVERNED BY, THIS ARTICLE IX. This Section 9.07(a) will not operate to interfere with or impede the operation of the foregoing exclusivity provision will cause irreparable harm and significant injury covenants contained in this Agreement that by their nature are required to Taboola for which money damages will be inadequate. Accordinglyperformed after the Closing, Publisher agrees that, in addition with respect to any other rights or remedies Taboola may have, Taboola shall have the a Party’s right to obtain an immediate injunction to enjoin any breach seek equitable remedies (including specific performance or threatened breach injunctive relief). The provisions of this provision Section 9.07(a), together with the covenants contained in this Agreement that by their nature are required to be performed after the Closing, were specifically bargained-for between Seller and Buyer and were taken into account by Seller and Buyer in arriving at the Purchase Price. Each of Seller and Buyer, respectively, specifically relied upon the provisions of this Agreement, without having Section 9.07(a) in agreeing to post a bond or other securitythe Purchase Price and in agreeing to provide the specific representations and warranties set forth in Article III and Section 6.01 (in the case of Seller) and Article IV (in the case of Buyer).

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, Qwertize, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, Qwertize, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, LockerDome, Xxxxx.xxx, MGID, Nativo, Outbrain, Polar, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, directly or indirectly, at any time during the Term (except that Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, LockerDome, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Polar, Powerinbox, Publicis, Qwertize, RevContent, Sharethrough, Xxxx.Xx, YieldMoXX, Teads, RevContentTout, ZergNetTripleLift, Xxxxx.xxxVerizon Media Group or any of its subsidiaries, Plistabrands, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itaffiliated companies, including, without limitation the Websiteslimitation, Gemini, Virool, Vuble, YieldMo, ZergNet, and Zinc by Zedo) to make Recommendations, play video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify Polar and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, Qwertize, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher AMT hereby agrees that Taboola will be Publisher’s exclusive Service provider for a period of three (3) years thereafter (i) neither it nor any of its Affiliates shall itself Exploit any Gene Therapy product that delivers GDNF or the gene that encodes GDNF, or in either case any fragment of GDNF that has Functional Activity and (ii) neither it nor any of its Affiliates shall grant to any Third Party a license under the AMT Licensed Patent Rights or the AMT Licensed Know-How to Exploit any Gene Therapy product that delivers GDNF or the gene that encodes GDNF, or in either case any fragment of GDNF that has Functional Activity. Notwithstanding the foregoing, in the event that AMT or its Affiliate enters into a Subsequent Distracting Transaction during such three (3) year period, AMT shall either (x) Divest the Term Subsequent Distracting Program, (y) terminate the Subsequent Distracting Program, or (z) pay Amgen (a) milestones with respect to such Subsequent Distracting Product(s) pursuant to Article 4 (Fees and Publisher agrees that Revenue Sharing Payments) hereunder on a retroactive basis; and (b) Revenue Sharing Payments with respect to such Subsequent Distracting Product(s) pursuant to Article 4 (Fees and Revenue Sharing Payments) hereunder on a going forward basis from the date of the closing of the Subsequent Distracting Transaction (in each case treating such Subsequent Distracting Product as a GDNF Product) until the end of the Payment Term. If AMT elects to Divest the Subsequent Distracting Program, then it will not engage any third partyuse its reasonable efforts to Divest such Subsequent Distracting Program. In the event AMT elects to Divest the Subsequent Distracting Program and fails to complete such Divestiture within [**] of the closing of the Subsequent Distracting Transaction, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it then AMT will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic have elected to a new website. Publisher acknowledges that the restrictions pay Amgen milestones and royalties as set forth in this paragraph are essential the preceding sentence. If AMT elects to Taboola’s business and that any breach terminate the Subsequent Distracting Program then it will terminate all activities of such program (other than as required by Law) within [**] days after the closing of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securitySubsequent Distracting Transaction.

Exclusivity. Publisher agrees that Taboola During the Term, Microsoft will be Publisher’s the exclusive Service provider Portal promoting and distributing GFOL's web surveys. GFOL will not enter into any agreement with any other company for distribution or promotion of GFOL's web surveys via any other Portal. GFOL's exclusivity obligations will expire if (i) during the Term first [****] after the Commercial Release Date, Microsoft fails to meet its Clicks Guarantee as outlined in Section 7 for such year period; and Publisher agrees that it will not engage any third party(ii) during the previous [****] period, including without limitationGFOL provided Microsoft with revenue which was equal to or greater than [****] of GFOL's Guaranteed Quarterly Payments set forth in Section 9.3. Additionally, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a GFOL will be Microsoft's exclusive third party prior web survey partner for recruiting Survey respondents via integrated content. Microsoft's exclusivity obligations shall expire if (i) during the first [****] after the Commercial Release Date, Microsoft meets its Clicks Guarantee as outlined in Section 7 for this year period; and (ii) during the previous [****] period, GFOL failed to the Effective Date will be replaced by Taboola’s Service on provide Microsoft with revenue which was equal to or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach greater than [****] of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions GFOL's Guaranteed Quarterly Payments set forth in this paragraph Section 9.3. Notwithstanding the above, Microsoft can conduct its own web surveys or web surveys on behalf of Key Customers either directly or through third parties, provided that such web surveys, or recruitment for such web surveys, are essential not displayed on MSN pages containing GFOL's integrated content placements. In addition, Microsoft may sell banner advertisements to Taboola’s business companies for the purpose of recruiting survey respondents for web surveys other than GFOL's Surveys, provided that (i) Microsoft does not appoint a producer to manage the placement and that any breach content of such ads, and (ii) the ads will not be displayed on pages displaying GFOL's integrated content placements (if such blocking is not technically and economically feasible as of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages commercial availability of the Service, it will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securityimplemented as soon as technically and economically feasible).

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Fortvision, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.Xx, YieldMoXX, Teads, RevContentTout, ZergNetTripleLift, Xxxxx.xxxVerizon Media Group or any of its subsidiaries, Plistabrands, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itaffiliated companies, including, without limitation the Websiteslimitation, Gemini, Virool, Vuble, YieldMo, ZergNet, and Zinc by Zedo) to make Recommendations, play video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain seek an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, ContentClick, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Plista, Ligatus, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itPublisher, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the WebsitesTaboola. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations For a period beginning on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced and ending on the [***] of the First Commercial Sale of the first Product, on a country-by-country basis (the “Non-Compete Period”), Braeburn and Camurus and their respective Affiliates, as well as Braeburn’s Sublicensees (but with respect to Braeburn’s Sublicensees solely regarding the opioid dependence indication in the United States), shall not directly or indirectly promote, market, sell or have sold, including by Taboola’s Service on means of a license to a Third Party, any other long acting (1-week or before longer) injectable product containing buprenorphine as an active pharmaceutical ingredient for any indication (“Competing Product”), other than the Effective Date Products, in the Licensed Territory. The foregoing restriction shall not prohibit Braeburn from researching, developing or commercializing a long-acting implantable (not injectable) buprenorphine product. Additionally, the foregoing restriction shall not apply to any territories where Taboola offers its services. It is understood and agreed Third Party that acquires an interest in a Party or the Publisher shall assets of a Party, in either case, otherwise sufficient for that Third Party to be deemed an “Affiliate” of such Party hereunder. In the event that Braeburn desires to be in breach promote, market, sell or have sold, including by means of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic license to a new websiteThird Party, a Competing Product in the Licensed Territory, it shall notify Camurus thereof in writing where after the Parties shall negotiate in good faith the terms and conditions of an agreement under which Braeburn may promote, market or sell such Competing Product, provided that neither Party shall have any obligation to enter into such an agreement. Publisher acknowledges If during the Non-Compete Period, Camurus has received a bona fide offer or proposal from a Third Party encompassing key financial and commercial terms, or otherwise has agreed on principal terms with a Third Party, in either case to develop or commercialize any pharmaceutical product for the indication of opioid addiction or pain that the restrictions set forth in this paragraph are essential to Taboola’s business is a sustained release injectable formulation that does not contain buprenorphine as an active pharmaceutical ingredient and that is claimed by or incorporating any breach Camurus IP (the “ROFR Product”), then Camurus shall offer Braeburn a right of first refusal with respect to each such ROFR Product as follows: Prior to Camurus granting rights to such Third Party to develop and commercialize the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequateROFR Product in the Licensed Territory, Camurus shall give Braeburn prompt written notice CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. AccordinglyA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securityAS AMENDED.

Exclusivity. Publisher agrees (a) Each of PEG Inc. and PEG LP hereby xxxxx XXX 2 the exclusive right to develop, and each of PEG Inc. and PEG LP hereby agree to refrain from developing or otherwise entering into any agreement or arrangement with a Person other than PEG 2 to develop, all Projects located in the Relevant Geographies except: (i) any development activities intended to expand, improve, enhance or protect an existing power generation, transmission or storage facility that Taboola will be Publisher’s exclusive Service provider during is directly or indirectly managed or majority owned by PEG Inc. as of the Term and Publisher agrees that it will not engage applicable date of determination (a list of such facilities as of the date hereof is set forth on Schedule 2 attached hereto); (ii) any third party, including without limitation, Project associated with a PEG LP Retained Asset; (iii) any of Taboola’s competitors Project acquired in whole or in part by PEG Inc. or a Permitted Assignee (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringas defined in the PEG 2 Purchase Rights Agreement) pursuant to make recommendations on the PEG 2 Purchase Rights Agreement; (iv) any websites owned Project acquired in whole or operated in part by it, including, without limitation PEG Inc. or a Permitted Assignee (as defined in the WebsitesPEG LP Purchase Rights Agreement) pursuant to the PEG LP Purchase Rights Agreement, or (v) any Project that has issued or achieved, or the parties agree (acting reasonably) is likely to provide issue or achieve within thirty (30) days of closing an acquisition of such Project, readiness for construction financing or issuance of full notice to proceed; provided, however, that nothing in this Section 2.1 shall restrict PEG Inc. from acquiring (whether through a revenue-generating content recommendation service stock or asset purchase, merger, combination, amalgamation or other business combination transaction) any company or business that is similar principally engaged in the business of owning and operating renewable energy facilities (“Operating Business”); provided, further, that a portfolio of Projects for sale is not an Operating Business and, if it contains a mix of development, construction or operating Projects, PEG 2 and PEG Inc. will reasonably cooperate to split the Service provided by Taboola on any websites owned assets so that PEG 2 may acquire (whether through a stock or operated by Publisherasset purchase, includingmerger, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond combination or other securitybusiness combination transaction) the development Projects and PEG Inc. may acquire (whether through a stock or asset purchase, merger, combination or other business combination transaction) the construction and operating Projects contained in such portfolios, on mutually acceptable terms.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Fortvision, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain seek an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Colombia, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsEarnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, Microsoft Bing, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that During the term, Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, Revcontent, Verizon Media Group (except Publisher shall be permitted to buy traffic from Outbrainincluding Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Zergnet, MGID, Xxxxx.xxx, Xxxxxxx.Xx, and Dianomi (or their parent or any of their subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarityTerm (except that Publisher shall be permitted to buy traffic from Outbrain, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on Revcontent, Verizon Media Group, Zergnet, MGID, Xxxxx.xxx, Xxxxxxx.Xx, or before the Effective Date in any territories where Taboola offers its servicesDianomi). It is understood and agreed that the Publisher Company shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Company further agrees that in the event of a breach of the foregoing exclusivity clause, Company shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s monthly Adjusted Gross Revenue realised from Company for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, EngageYa, Facebook Audience Network, FreakOut, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Mynet, Nativo, Outbrain, Plista, Polar, Qwertize, ReklamNative (ReklamStore), RevContent, Sharethrough, Xxxxxxxx.xxx (Maxad), Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDable, Yahoo! Content RecommendationsDianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, directly or indirectly, at any time during the Term (except that Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Dianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, LockerDome, Xxxxx.xxx, MGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Polar, Publicis, Qwertize, RevContent, Sharethrough, Teads, RevContentTout, TripleLift, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (or its parent or any of its subsidiaries or affiliates) directly or indirectly, at any time during the Term (except that Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider (i) Except as otherwise expressly provided herein, during the Term and Publisher term of this Agreement, Hearst agrees that it will not engage not: (i) grant Internet distribution or Internet publication rights to any third partyof the Proprietary Content to any Xxxxx.xxx, including LLC Competitor including, without limitation, through a direct data feed, cobranding arrangement, or premium placement arrangement; (ii) advertise or promote the Magazine Sites on or in connection with any Xxxxx.xxx, LLC Competitor; (iii) grant any entity the right to distribute or display on the Internet any Hearst Content or Magazine Content that has been displayed on a Magazine Site in substantially the same form and format as such Content was displayed on a Magazine Site without the consent of Xxxxx.xxx, LLC (it being understood that notwithstanding the foregoing, Hearst may, without Xxxxx.xxx, LLC's consent, grant any entity other than a Xxxxx.xxx, LLC Competitor the right the right to distribute and display on the Internet Hearst Content and Magazine Content which was displayed on a Magazine Site verbatim to the way it was published by Hearst (i.e., no abridgements or excerpts were made), and it being further understood that where Hearst Content or Magazine Content were displayed on a Magazine Site in an abridged or excerpted form, Hearst may, without Xxxxx.xxx, LLC's consent, grant any entity the right to distribute and display on the Internet a different selection or arrangement of such Hearst Content or Magazine Content that is not substantially similar to that displayed on the Magazine Site)(for the avoidance of doubt, Hearst shall be under no restriction other than that set forth at Section 2.7(a)(i)(i) above with respect to Hearst Content and Magazine Content that is not displayed on the Magazine Sites at all); (iv) grant any entity the right to distribute and display on the Internet any Original Site Content or Third Party Work without the consent of Xxxxx.xxx, LLC; or (v) license any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, its Magazine Marks for use on the Web site of any Xxxxx.xxx, PlistaLLC Competitor. Further, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further Hearst agrees that during the term of this Agreement (x) it will not license to any Xxxxx.xxx, LLC Competitor the right to use any URL incorporating either the name of a Magazine or derivative or diminutive form of the name of a Magazine (e.g. "Cosmo", "T&C", "Healthy Living", etc.) and (y) it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly URL incorporating either the name of a Magazine or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on derivative or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach diminutive form of the foregoing exclusivity clause should it keep the Service name of a Magazine except, (1) on the Websites but divert all of its traffic to a new website. Publisher acknowledges site that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach is part of the foregoing exclusivity provision will cause irreparable harm Network, and significant injury to Taboola for (2) in connection with any projects with which money damages will be inadequate. Accordingly, Publisher agrees that, Hearst or the Magazines may become involved in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securitycompliance with Section 2.8(b).

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityCoNative (DefineMedia), Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare (EngageYa), Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, SunMedia, Teads, RevContentTout, TripleLift, Union Media, XXX.XX, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityArtmedia, Yahoo! Content RecommendationsCoNative (DefineMedia), Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Qwertize, RevContent, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Cxense, Dianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, LockerDome, Xxxxx.xxx, MGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Polar, Publicis, Qwertize, RevContent, Sekindo/Primis, Sharethrough, Teads, RevContentTout, TripleLift, Truvid, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Vidoomy Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (or its parent or any of its subsidiaries or affiliates) directly or indirectly, at any time during the Term (except that Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainCoNative (DefineMedia), Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, TeadsDianomi, Digiteka, Distroscale, Earnify, Facebook Audience Network, Fortvision, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, PostSquare (EngageYa), RevContent, ZergNet, Xxxxx.xxx, Plista, LigatusSekindo/Primis, Sharethrough, NativoTeads (including but not limited to Xxxxxxx.xx), PolarTout, Earnify TripleLift, Union Media, Verizon Media Group (including Gemini and BroadSpringVerizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, XXX.XX, Virool, Vuble, YieldMo, ZergNet, and Zinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain seek an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third partyThe exclusivity restrictions with respect to AZ (but, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar subject to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainlast sentence of this Section 16.8.2(a)(iv), directly not ABX (or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior its successor)) in Article 17 shall terminate with respect to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood such Collaboration Antigen(s) and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola AZ shall have the right to obtain grant sublicenses under the license granted in Section 4.1 with respect to such Collaboration Antigen, through multiple tiers of sublicensees, to its Affiliates and to any other Persons. If, at any time prior to AZ providing an immediate injunction Election Notice (or making the first milestone payment to enjoin ABX pursuant to Section 9.3.1, whichever is earlier) with respect to a Collaboration Antigen, AZ ceases to Exploit all Licensed Products that bind to and are directed against such Collaboration Antigen, AZ shall provide written notice to ABX (or its successor), provided if, at any breach time prior to such written notice and prior to AZ providing an Election Notice (or threatened breach making the first milestone payment to ABX pursuant to Section 9.3.1, whichever is earlier) with respect to such Collaboration Antigen, ABX (or its successor) has a reasonable basis to believe that AZ has ceased Exploiting all Licensed Products that bind to and are directed against such Collaboration Antigen, then ABX (or its successor) shall so notify AZ, specifying the basis for its belief, and the Parties shall meet within [Confidential treatment requested] after such notice to discuss in good faith ABX’s (or its successor’s) concerns and AZ’s plans with respect to the Exploitation of this provision Licensed Products that bind to and are directed against such Collaboration Antigen. On the [Confidential treatment requested] anniversary of this Agreementthe earlier of the date of such written notice from AZ and the date that AZ ceases to Exploit all Licensed Products that bind to and are directed against such Collaboration Antigen if prior to AZ providing an Election Notice (or making the first milestone payment to ABX pursuant to Section 9.3.1, without having whichever is earlier) with respect to post such Collaboration Antigen, the exclusivity restrictions with respect to ABX (or its successor) in Article 17 shall terminate with respect to the Exploitation of Antibody Equivalents (but not Antibodies) that bind to and are directed against such Collaboration Antigen. If a bond Research Program with respect to a Collaboration Antigen is terminated pursuant to Section 16.2 because of a Change in Control of ABX with a Competitor and AZ subsequently ceases to Exploit all Licensed Products that bind to and are directed against such Collaboration Antigen, in each case prior to AZ providing an Election Notice (or other securitymaking the first milestone payment to ABX pursuant to Section 9.3.1, whichever is earlier) with respect to such Collaboration Antigen, then, on the [Confidential treatment requested] anniversary of the earlier of the date of such written notice from AZ and the date that AZ ceases such Exploitation, the exclusivity restrictions with respect to ABX (or its successor) in Article 17 shall terminate with respect to the Exploitation of products with respect to such Collaboration Antigen that do not contain Antibodies or Antibody Equivalents that bind to and are directed against such Collaboration Antigen.

Exclusivity. Publisher agrees GD-ATP will provide ATC with annual good faith forecasts of the dollar amount of purchases for each Component and ATC Product that Taboola will be Publisher’s exclusive Service provider during GD-ATP expects GDATP and its sublicensees to purchase from ATC. Each forecast shall separately forecast sales with respect to each of the Term and Publisher agrees that it will not engage any third party, including without limitation, any Technologies identified in Attachment C. The forecast for the first Agreement Year is set forth on Attachment C. On or before each annual anniversary of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time Effective Date during the Term, GD-ATP shall provide a good faith forecast of its dollar purchase forecast per Technology for the next Agreement Year. For claritySuch purchase forecasts will not be binding on GD-ATP, Publisher agrees that any revenue-generating content recommendation services except to the extent provided by a third party this section with respect to exclusivity. GD-ATP and ATC will attempt to agree in good faith prior to each Agreement Year on an aggregate dollar purchase forecast for the Effective Date will be replaced by Taboola’s Service on or before the Effective Date next Agreement Year, taking into account prior year sales and prior year growth in any territories where Taboola offers its servicessales, new ATC Products and Components and anticipated new sales to Customers. It is understood The license granted in Section 2(a) hereof shall become non-exclusive for a particular Technology (and agreed only for that the Publisher shall be deemed to be in breach Technology) if all of the foregoing exclusivity clause should it keep following conditions occur with respect to that Technology in a particular Agreement Year: (i) the Service on the Websites but divert total dollar amount of purchase orders actually received from GD-ATP and all of its traffic sublicensees for Components and ATC Products relating to a new website. Publisher acknowledges that Technology, plus any funding obtained from any source or provided for research and development relating to that Technology, is less than [***] (the "Exclusivity Threshold") and [***]; (ii) [***] is not attributable to any material action, inaction or fault of ATC, or material government restrictions on GD-ATP's or its sublicencees' ability to sell the Products for use in Applications or to sell to material Customers; and (iii) no Force Majeure Event (as defined below) has prevented the achievement by GD-ATP and its sublicensees of the Exclusivity Threshold; provided, however, that the restrictions set forth license granted in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola Section 2(a) shall remain exclusive for which money damages will be inadequateall Technologies [***]. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach Purchases and/or funding obtained [***]. ***Confidential Portions of this provision of this Agreement, without having to post a bond or other security.document have been redacted and filed separately with the Commission

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.XxXX, Telaria, Tout, TripleLift, Unruly, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it Term. Accordingly, Company will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainColombia, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Dable, Dianomi, Distroscale, Earnify, EngageYa, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, PopIn, Postquare, RevContent, Sharethrough, Teads, RevContentTout, TripleLift, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), XXX.XX, Virool, Vuble, Yengo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by PublisherCompany, including, without limitation limitation, the WebsitesProperties. Publisher further agrees that it In addition, Company will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Publisher agrees Term (except that any revenue-generating content recommendation services provided by a third party prior Company shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher Company shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Company further agrees that in the event of a breach of the foregoing exclusivity clause, Company shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Company for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola Idearc will be Publisher’s the exclusive Service provider during of advertisements for the Term “Featured Sponsors” box displayed on Local Results Pages (which, for purposes of clarity, excludes Network Results Pages) and Publisher agrees that it will Local shall not engage display any third party, including without limitation, advertisements or content within any of Taboola’s competitors “Featured Sponsors” box displayed on Local Results Pages other than PFP Ads (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbraindisplayed in accordance with this Agreement), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions except as expressly set forth in this paragraph are essential Section 3(f)(i)(1) in relation to Taboolaa Local Query resulting in less than *** PFP Ads. Notwithstanding the foregoing, if Local does not receive relevant Search Results from Idearc for any Local Query in *** seconds or less from the time of Local’s business and that any breach submission of the foregoing exclusivity provision will cause irreparable harm Search Criteria for such Local Query (a “Timed-Out Local Query”), Local may display advertisements or content from a third-party for such Timed-Out Local Query in any “Featured Sponsors” box displayed on pages of the Local Web Site resulting from such Timed-Out Local Query without also displaying PFP Ads from Idearc, as Local’s sole and significant injury exclusive remedy. Local shall monitor the percentage of Local Queries that are Timed-Out Local Queries, and to Taboola the extent that greater than *** of all Local Queries in a calendar month are Timed-Out Local Queries, Local shall notify Idearc (in a mutually agreed upon manner) and each Party shall use commercially reasonable efforts to *** Portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission reduce the number of Timed-Out Local Queries in the following calendar months to a number which money damages will be inadequateis *** of all Queries. AccordinglyExcept as expressly provided herein, Publisher agrees thatthis Agreement is non-exclusive. As such, in addition to any other rights or remedies Taboola may have, Taboola shall have (a) Local reserves the right to obtain an immediate injunction display Pay For Performance Advertisements on a non-exclusive basis with respect to enjoin any breach Local advertisers and advertisers of third parties, except as expressly provided herein, and (b) Idearc reserves the right to provide the PFP Service, in whole or threatened breach of this provision of this Agreementin part, without having to post a bond or other securitythird parties.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, AdBladewithout limitation, OutbrainAdNow, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoDable, TeadsKargo, RevContentLigatus, ZergNetMicrosoft Audience Network, Xxxxx.xxxOpenWeb, Outbrain, Phoenix, Plista, LigatusPopIn, SharethroughRevcontent, NativoVerizon Media Group or any of its subsidiaries, Polarbrands, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itaffiliated companies, including, without limitation the Websiteslimitation, Gemini), and Yengo to make Recommendations, play video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction injunction, or other similar actions under the law of the People’s Republic of China, to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then- current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure. 幕的便携式的、手持的、平面、非铰链式的设备（如 iPad, iPad mini, 三星盖乐世平板以及微软 Surface）。手机优化：与电脑页面不同而设计以优化手机设备浏览的网页页面。应用：媒体的为运行手机或平板设备而设计的iOs、安卓或Windows 的电脑程序。电脑、手机、平板、手机优化以及应用的定义将根据由Taboola 后台为所有Taboola 客户统一识别并记录的用户代理设备ID决定。媒体确认任何Taboola 后台提供的分析均为估计且尽在任何日历月总结后的十四（14）天才会被最终确定。

Exclusivity. Publisher Eschelon agrees that Taboola will Global Crossing shall, from the date this Agreement is effective until it is terminated, be PublisherEschelon’s exclusive Service provider during the Term global carrier for all of its, and Publisher agrees that it will not engage any third partyits Affiliates’, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify existing and BroadSpring) to make recommendations on any websites owned or operated by itfuture voice and data service needs, including, without limitation limitation, Carrier Domestic Termination, Carrier International Termination and Carrier Toll-Free Transport, 1+, toll-free, calling card, Internet, CLEC and DSL resale, private lines, frame relay, ATM, dedicated transport and other facilities-based services. To the Websitesextent Eschelon has pre-existing contracts, agency agreements, or to provide a revenueother binding commitments (“Pre-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date existing Commitments”) which are in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service effect on the Websites but divert all effective date of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. AccordinglyAgreement, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola Eschelon shall have the right to obtain continue to receive services pursuant to such Pre-existing Commitments, but only for the current term of such commitments. Also, to the extent that any services can be provided by Eschelon itself, such services shall not be covered by this exclusivity provision. If Global Crossing is unable to provide a Service in accordance with the Service Metrics set forth in Attachment A, then Eschelon may use a third party to provide said Service until such time as Global Crossing provides Eschelon with written notice that it is able and ready to provide said Service in accordance with such Service Metrics. Except to the extent that the pricing for Global Crossing’s replacement Service is materially higher (as defined below) than the price of the alternative Service, Eschelon shall promptly take all commercially reasonable steps to transfer said Service to Global Crossing provided that the transfer of service does not substantially disrupt service to Eschelon’s customers. To the extent Eschelon has a continuing obligation to take service from the third party, Eschelon will take commercially reasonable steps to terminate its obligation on the condition that the transfer of service to Global Crossing does not substantially disrupt service to Eschelon’s customers. If Global Crossing’s materially higher price for a Service applies only to a portion of the Service or to Service to certain locations, then the portion of the Service or the Service to locations for which Global Crossing’s pricing is not materially higher shall be transferred to Global Crossing. In the period of time between Global Crossing being able to provide a Service and Eschelon transferring such Service from a third party to Global Crossing, Eschelon agrees not to enter into an immediate injunction agreement with a third party that would delay the timely transition of services to enjoin any breach or threatened breach Global Crossing. In the event that a materially higher price exists between the Global Crossing alternative and Eschelon’s then current third party service, both Global Crossing and Eschelon agree to work together in an effort to develop a Service alternative that will provide Eschelon the incentive to transfer such services to Global Crossing and not materially harm the Eschelon operations. For purposes of this provision Section, a “materially higher” price shall mean any price that exceeds the pricing of this AgreementEschelon’s alternative provider by ten percent (10%) or more. In addition, without having if the Global Crossing network does not have adequate redundancy to post meet Eschelon’s network requirements as reasonably agreed upon by the Parties, and such redundancy can be provided by a bond third-party provider, Eschelon shall have the right to use such third party only to the extent necessary to obtain such redundancy. In such event, Eschelon shall transfer such Service back to Global Crossing as soon the Parties reasonably agree that as Global Crossing’s network is able to provide adequate redundancy to meet Eschelon’s network requirements, provided that Global Crossing’s Service is of equivalent or other security.higher quality and an equal or lower price and provided also that the transfer of service provider will not substantially disrupt service to Eschelon’s Initials

Exclusivity. Publisher During the Term, CNNfn agrees not to license the CNNfn Headlines to any unaffiliated third party for use, display and/or transmission on a generally accessible web site that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or has as its primary purpose to provide a revenue-generating content recommendation service that is similar users investment and/or financial tools including real time or delayed equity and/or futures quotes ("Restricted Web Sites"). Such Restricted Web Sites currently include but are not limited to the Service provided by Taboola on any websites owned or operated by Publisherfollowing ("Listed Competitors"): [ * ]. Notwithstanding possible characterization as a Restricted Web Site, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is expressly understood and agreed that the Publisher Exclusivity shall not apply to (i) any registered broker-dealer web sites that are used for trading which are only accessible by its clients and or agents; (ii) financial web sites currently controlled by CNNfn or its affiliates or any of the following existing relationships (excluding any CNNfn optional renewal terms to the extent the third party has become a "Broker Neutral Trading Enabled Site;" for purposes of the foregoing, a "Broker Neutral Trading Enabled Site" shall be deemed defined as a web site that is not affiliated with a specific broker(s) where users can enter orders for financial securities, have the orders fulfilled, and transactions can be passed off to be in breach a clearing house for settlement): Quicken, AdvantGo, Discover Brokerage Direct, Netscape, Microsoft, Sun and Oracle; or (iii) any sites operated by any of the foregoing exclusivity clause should it keep Listed Competitors that do not meet the Service on the Websites but divert all criteria of its traffic to a new website. Publisher acknowledges that the restrictions Restricted Web Site as set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequateabove. Accordingly, Publisher CNNfn's Exclusivity agreement with respect to the Listed Competitors shall apply only with respect to web sites operated by such Listed Competitors that fall within the definition of a Restricted Web Site as such Listed Competitors may operate multiple sites. Similarly, the parties acknowledge that existing sites may shift their focus in the future as to fall within the definition of a Restricted Web Site. While CNNfn shall be free to enter into agreements with entities for sites that do not fall within the definition of a Restricted Web Site, CNNfn agrees that, to act in addition good faith when considering new licensing arrangements for the CNNfn Headlines substantially similar to this one so as to minimize the likelihood of any other rights or remedies Taboola may have, Taboola shall have foreseeable future conflicts related to the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securityExclusivity outlined herein.

Exclusivity. Publisher During the period ending 60 days after the date hereof (the “Exclusive Period”), each of Savia, Mx. Xxxx, the ARG Trust and Servasa agrees that Taboola will be Publisher’s exclusive Service provider during it shall not, and shall cause Seminis and the Term Holdcos and Publisher agrees that it will each of their representatives not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain)to, directly or indirectly, at (a) solicit, negotiate, encourage or discuss with any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior a material transaction involving Seminis (and to the Effective Date extent it impedes the ability to complete the Transaction, Savia, the ARG Trust, Servasa, the Savia Trust or the Holdcos), (b) furnish non-public information with respect to Seminis, to any third party or any representative thereof, or (c) enter into or agree to enter into a material transaction involving Seminis (and to the extent it impedes the ability to complete the Transaction, Savia, the ARG Trust, Servasa, the Savia Trust or the Holdcos); in each case except as contemplated by this non-binding letter of intent, and in the ordinary course of the day to day operations of the business of Seminis in accordance with past practice. To the extent allowable under the terms of existing confidentiality agreements, Savia and Mx. Xxxx will be replaced by Taboola’s Service on promptly disclose to Fox Pxxxx (and as promptly as practicable provide Fox Pxxxx copies of) the terms of any proposal or before the Effective Date in inquiry relating to any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep that Savia, Mx. Xxxx or Seminis receives during the Service on Exclusive Period and the Websites but divert all identity of the person(s) making the proposal or inquiry. During the Exclusive Period, Savia and Mx. Xxxx will provide Fox Pxxxx and its traffic representatives with (x) full access to a new websiteSeminis’ books and records, management teams, facilities and other resources required for Fox Pxxxx and its representatives to complete confirmatory due diligence and (y) access to information regarding Savia, the ARG Trust, Servasa, the Savia Trust and the Holdcos as Fox Pxxxx may reasonably request, to the extent such information relates to the Transaction contemplated hereby. Publisher acknowledges Fox Pxxxx will, of course, commit the appropriate and necessary resources to complete its due diligence. Fox Pxxxx understands that Seminis, Savia and the restrictions set forth in Holdcos have loan and other agreements with other parties (“financial creditors”) relating to borrowings or other financial obligations (“existing financial obligations”), and therefore, notwithstanding the foregoing, this paragraph are essential shall not apply to Taboola’s business and that (a) a transaction with, or the providing of any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury information to, a financial creditor relating to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition an existing financial obligation (including a refinancing) or to any other rights party that may provide refinancing of an existing financial obligation, or remedies Taboola may have(b) any financing transaction, Taboola shall have or the right providing of any information to obtain an immediate injunction any party relating to enjoin a financing transaction, by Bionova Holding Company or Desarrollo Inmobiliario Omega S.A. de C.V. (subsidiaries of Savia); provided, however, in any breach such case, any such transaction does not involve the sale of a substantial equity interest of Seminis or threatened breach of this provision its material assets (or, to the extent it would impede the ability to complete the Transaction, the sale of this Agreementa substantial equity interest of Savia or of its material assets). Savia, without having to post a bond or other securityMx. Xxxx, the ARG Trust and Servasa hereby represent that Savia, Mx. Xxxx, the ARG Trust and Servasa own shares of Seminis representing, in the aggregate, in excess of 85% of the voting power of Seminis (the “Section 203 Threshold”), calculating the Section 203 Threshold in accordance with Section 203 of the Delaware General Corporation Law.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityCoNative (DefineMedia), Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare (EngageYa), Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, SunMedia, Teads, RevContentTout, TripleLift, Union Media, XXX.XX, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security.addition

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainColombia, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Dable, Dianomi, Distroscale, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, PopIn, Postquare (EngageYa), RevContent, Sharethrough, Teads, RevContentTout, TripleLift, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), XXX.XX, Virool, Vuble, Yengo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify Polar and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-revenue- generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s monthly adjusted gross revenue realized from Publisher for the Websites to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, AdBladewithout limitation, OutbrainAdNow, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoKargo, TeadsLigatus, RevContentMicrosoft Bing, ZergNet, Xxxxx.xxxOutbrain, Plista, LigatusPopIn, SharethroughXxxx.XX, Nativo, Polar, Earnify and BroadSpringRevcontent) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction injunction, or other similar actions under the law of the People’s Republic of China, to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then- current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, EngageYa, Facebook Audience Network, FreakOut, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Mynet, Nativo, Outbrain, Plista, Polar, Qwertize, ReklamNative (ReklamStore), RevContent, Sharethrough, Xxxxxxxx.xxx (Maxad), Xxxx.Xx, YieldMoXX, Teads, RevContentTout, ZergNetTripleLift, Xxxxx.xxxVerizon Media Group or any of its subsidiaries, Plistabrands, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itaffiliated companies, including, without limitation the Websiteslimitation, Gemini, Virool, Vuble, YieldMo, ZergNet, and Zinc by Zedo) to make Recommendations, play video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security.breach

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term, however no longer than 5 years from the Effective Date. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Ligatus, Xxxxx.xxx, MGID, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, directly or indirectly, at any time during the Term (except that Publisher shall be permitted to buy traffic from Outbrain). Notwithstanding anything to the contrary herein, directly or indirectly, at any time during the Term. For clarity, Publisher Taboola agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service permitted utilize Seeding Alliance on the Websites but divert all of its traffic to a new websiteProperties. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees.

Exclusivity. Publisher agrees that Taboola will The rights and licenses granted to JV Parties under the first sentence of Section 2.1 shall be Publisher’s exclusive Service provider to the JV Parties during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision term of this Agreement, without having except to post the extent necessary to fulfill Rejected Sales Contracts (which Rejected Sales Contracts the Loop Parties may fulfill or have fulfilled in their discretion using Product manufactured anywhere, in any kind of facility, using any manufacturing method). For purposes of clarification, the exclusivity granted to the JV Parties under this Agreement extends to any Existing Facilities worldwide that could potentially be retrofitted for the purpose of manufacturing Licensed Products, but does not apply to any brand new facility which may be constructed by or for a bond JV Party after the Effective Date that does not involve an Existing Facility (a “Greenfield Project”). Except with respect to Greenfield Projects and Rejected Sales Contracts, Loop, on behalf of itself and the Loop Parties, agrees that Loop and the Loop Parties will not license, transfer, distribute or otherwise provide the Licensed Subject Matter to any persons or entities other securitythan the JV Parties in a manner that would enable, authorize, or otherwise permit its use for (a) manufacturing or using Licensed Products at any Existing Facility, (b) retrofitting any Existing Facility for such purpose, or (c) offering for sale, selling, importing or distributing Licensed Products made at any such retrofitted Existing Facilities. In addition, the exclusivity granted to the JV Parties is exclusive even as to the Loop Parties. Accordingly, except with respect to Greenfield Projects and Rejected Sales Contracts, Loop acknowledges that the Loop Parties will not use the Licensed Subject Matter to (i) manufacture or use Licensed Products at any Existing Facility, (ii) retrofit any Existing Facility for such purpose, or (iii) offer for sale, sell, import or distribute Licensed Products made at any such retrofitted Existing Facilities. In the event the territorial exclusivity or period of exclusivity of the license granted hereunder is limited by action, laws or regulations of any government, the license granted shall not terminate, but shall remain exclusive to the extent permitted by such government action and shall become non-exclusive to the extent necessary to conform with applicable laws and regulations.

Exclusivity. Publisher agrees that Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it Term. Accordingly, Company will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainCoNative (DefineMedia), Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Distroscale, Earnify, EngageYa, Facebook Audience Network, Fortvision, Google Content Recommendations, Facebook Content RecommendationsInform, Xxxxxxx.XxJubna, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, PostSquare, RevContent, Sekindo/Primis, Sharethrough, Teads (including but not limited to Xxxxxxx.xx), Tout, TripleLift, Union Media, XXX.XX, Verizon Media Group (including Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, Vuble, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by PublisherCompany, including, without limitation limitation, the WebsitesProperties. Publisher further agrees that it In addition, Company will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Publisher agrees Term (except that any revenue-generating content recommendation services provided by a third party prior Company shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher Company shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain seek an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Company further agrees that in the event of a breach of the foregoing exclusivity clause, Company shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Company for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, ContentClick, Crowdignite, GravityDable, Yahoo! Content RecommendationsDianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it Term. Accordingly, Company will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityArtmedia, Yahoo! Content RecommendationsCoNative (DefineMedia), Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, EngageYa, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Midas Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare, Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, XXX.XX, Virool, Vuble, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by PublisherCompany, including, without limitation limitation, the WebsitesProperties. Publisher further agrees that it In addition, Company will not use any services provided by Outbrain Outbrain, (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Publisher agrees Term (except that any revenue-generating content recommendation services provided by a third party prior Company shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher Company shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security.injury

Exclusivity. Publisher Subject to the provisions of Section 3 below, CNN-NS's right to license the ADAM Xxxges for use in Television news and information programming within the Territory shall be exclusive. During the Term of this Agreement, ADAM xxxll not grant any rights to any third party to use and/or distribute the ADAM Xxxges, or any other images that ADAM xxxrently owns or develops during the Term, for exhibition in news and information programming via Television in the Territory. Notwithstanding anything to the contrary contained herein, CNN-NS acknowledges that it is aware of the ADAM xxxense deal with CBS Network News (the "CBS Network News License Agreement") which expires as of June 30, 1998 whereby ADAM xxx licensed CBS Network News the right to use certain ADAM xxxges in its national newscasts as exhibited via broadcast television, as such terms are commonly understood and used in the television industry, and that such deal, as limited to broadcast television distribution and expiring on June 30, 1998, shall not be deemed a breach of this Agreement provided that such deal is not renewed and that the right to license the certain ADAM xxxges specified above is granted to CNN-NS as of June 30, 1998. CNN-NS expressly agrees that Taboola will be Publisher’s exclusive Service provider during upon the Term and Publisher agrees that it will not engage any third partyexpiration of the ADAM/XXX Network News License Agreement specified above, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide CNN-NS shall negotiate with CBS Network News in good faith for a revenue-generating content recommendation service that is similar license to the Service provided by Taboola on any websites owned or operated by PublisherADAM Xxxge Products; provided, includinghowever, without limitation that so long as CNN-NS has complied with the Websites. Publisher above and negotiated with CBS Network News in good faith, CNN-NS's failure to reach a definitive agreement with the CBS Network News for such images shall not be considered a breach hereof CNN-NS further agrees that it will not use consult with ADAM xxxut any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain)network exclusive deal that it is contemplating; provided, directly or indirectlyhowever, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher ultimate decision to do such deal shall be deemed belong to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securityCNN-NS.

Exclusivity. Publisher agrees that Taboola During the Term, HomeSeekers will not directly or ----------- indirectly (i) promote or market itself or any third party as a provider, for listings in the Territory posted to a HomeSeekers Site, of 360(degrees), three- dimensional, virtual reality, virtual tour, virtual walkthrough or other similar images ("Virtual Tour Images"), or technology or production services for such Virtual Tour Images; (ii) provide the services of capturing or processing Virtual Tour Images for listings in the Territory posted to a HomeSeekers Site; (iii) use the services of, or enter into any arrangement under which services will be Publisher’s provided by, any third party with respect to capturing or processing Virtual Tour Images for listings in the Territory posted to a HomeSeekers Site; (iv) permit any Virtual Tour Images (other than those supplied by Jutvision) or any site or identity of a third party provider of Virtual Tour Images, or technology or services therefor, to be posted to, linked to or otherwise made accessible through a HomeSeekers Site; or (v) take any other action inconsistent with the parties' understanding hereunder that Jutvision will act as the exclusive Service provider of Virtual Tour Images, and production services therefor, for listings in the Territory posted to a HomeSeekers Site. In the event that Jutvision fails to use commercially reasonable efforts during the Term to keep the Jutvision Technology competitive with the viewing technology that Jutvision's competitors offer to the mass market at similar price points and Publisher agrees that it will not engage any third partyfor a similar use, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) HomeSeekers may provide Jutvision with a written notice specifying the steps Jutvision should take to make recommendations on any websites owned the Jutvision Technology competitive. If Jutvision fails to take such specified steps or operated by itsuch steps as Jutvision and HomeSeekers subsequently mutually agree upon within ninety (90) days after receiving such written notice, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it this Agreement will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securitybecome non- exclusive.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third partyThe provisions of this Section 3.4(c), including without limitationactivities by Array and by Array Controlled Affiliates, any of Taboolaare referred to as Array’s competitors “Exclusivity Obligations.” Neither Array nor Array Controlled Affiliates, either alone or with a Third Party, shall (e.g.i) conduct, AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websitesparticipate in, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain)fund, directly or indirectly, at research or development for the purpose of discovering or developing compounds that Satisfy the Compound Criteria or (ii) commercialize a product that contains a compound that Satisfies the Compound Criteria or (iii) assign or otherwise transfer ownership of a compound(s) (and related intellectual property rights) that are known to Array to Satisfy the Compound Criteria to any time during Third Party in any manner that reduces the Termscope of the License To Genentech or would prevent the inclusion of such compound(s) in the definition of Compound under Section 1.20(b)(i). The Parties agree that it shall not be a breach of Array’s Exclusivity Obligations for Array or its Affiliates to license, transfer or otherwise convey rights to Third Parties with respect to compounds that (i) do not Satisfy the Compound Criteria or (ii) prior to the Effective Date, were not known to Array to Satisfy the Compound Criteria. For clarity, Publisher agrees it shall not be a breach of Array’s Exclusivity Obligations if Array (or it Affiliates) provides to a Third Party a license or other right to make, use, offer for sale, sell or import compounds that any revenue-generating content recommendation services provided do not Satisfy the Compound Criteria and such Third Party, under such license or other right from Array, makes uses, offers for sale, sells or EXHIBIT 10.57 [ * ] = Certain confidential information contained in this document, marked by a third party prior brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. imports compounds that Satisfy the Compound Criteria. Notwithstanding anything to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth contrary in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. AccordinglySection 3.4(c), Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have Array has the right to obtain an immediate injunction sell, license or otherwise provide to enjoin Third Parties libraries of compounds, provided that Array removes from such library any breach compound that (i) is listed on Exhibit C or threatened breach of this provision of this Agreement(ii) at the time Array provides such library to such Third Party, without having to post a bond or other securityArray knows Satisfies the Compound Criteria.

Exclusivity. Publisher agrees that Taboola During the Term, HomeSeekers will not directly or ----------- indirectly (i) promote or market itself or any third party as a provider, for listings in the Territory posted to a HomeSeekers Site, of 360, three- dimensional, virtual reality, virtual tour, virtual walkthrough or other similar images ("Virtual Tour Images"), or technology or production services for such Virtual Tour Images; (ii) provide the services of capturing or processing Virtual Tour Images for listings in the Territory posted to a HomeSeekers Site; (iii) use the services of, or enter into any arrangement under which services will be Publisher’s provided by, any third party with respect to capturing or processing Virtual Tour Images for listings in the Territory posted to a HomeSeekers Site; (iv) permit any Virtual Tour Images (other than those supplied by Jutvision) or any site or identity of a third party provider of Virtual Tour Images, or technology or services therefor, to be posted to, linked to or otherwise made accessible through a HomeSeekers Site; or (v) take any other action inconsistent with the parties' understanding hereunder that Jutvision will act as the exclusive Service provider of Virtual Tour Images, and production services therefor, for listings in the Territory posted to a HomeSeekers Site. In the event that Jutvision fails to use commercially reasonable efforts during the Term to keep the Jutvision Technology competitive with the viewing technology that Jutvision's competitors offer to the mass market at similar price points and Publisher agrees that it will not engage any third partyfor a similar use, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) HomeSeekers may provide Jutvision with a written notice specifying the steps Jutvision should take to make recommendations on any websites owned the Jutvision Technology competitive. If Jutvision fails to take such specified steps or operated by itsuch steps as Jutvision and HomeSeekers subsequently mutually agree upon within ninety (90) days after receiving such written notice, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security[*].

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider JAMtv shall, during the Term hereof, be the exclusive provider of Source Content on the Interactive Network and Publisher agrees that it will SEI shall not engage use and shall not license, grant any third partyright to use, including without limitationsublicense, or otherwise transfer any right, title or interest in or to the Source Content to any other person or entity for use in connection with the Interactive Network or in the design, operation, distribution, display, transmission, marketing, advertising, or promotion of Taboola’s competitors goods and services thereon. Notwithstanding the foregoing, (e.g.i) Source magazine advertisers may be given permission to place headlines, AdBladeteasers and links to the Source Website on their own websites so long as a primary purpose or effect of such links, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify etc. is to drive additional traffic to the Source Website and BroadSpring(ii) nothing herein contained shall limit SEI's rights and/or the rights of any affiliate of the Source which is not a JAMtv Competitor: (A) to make recommendations on any websites owned or operated by itoperate a Noncompeting Source Website, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar (B) subject to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions limitations set forth in this paragraph are essential Agreement, to Taboola’s use the Source Trademarks or Source Content on a Noncompeting Source Website, (C) to earn revenue from a Noncompeting Source Website so long as such revenue is not derived from any JAMtv Competitor without the need for the prior consent of JAMtv or (D) to operate and to earn revenue (either alone or in conjunction with others except a JAMtv Competitor) as an internet service provider, e-mail provider, or portal on the Interactive Network provided that its presence on the Interactive Network in such capacity is as a Noncompeting Source Website. Failure by JAMtv to expressly approve or disapprove of any arrangement within ten (10) business days of JAMtv's receipt from SEI of a written request for approval of such arrangement shall be deemed acceptance by JAMtv of such arrangement. SEI and JAMtv acknowledge that any breach from time to time SEI may be requested by third parties to enter into certain promotion, marketing, licensing, and/or advertising opportunities, which would propose to use certain of the Source Content on the Interactive Network or certain of the features or functionality of the Source Website on the Interactive Network, and SEI acknowledges that, in accordance with its exclusivity obligations under this Section, SEI is prohibited from entering into such third party opportunities without the written consent of JAMtv which shall not be unreasonably withheld or delayed. Use of The Source name alone (e.g. "as advertised in The Source") shall not violate the foregoing exclusivity provision provisions. In addition, references on third party Source advertiser websites to promotions, events, contests, etc. which are being created by the advertiser and THE SOURCE will cause irreparable harm and significant injury not violate the foregoing exclusivity provisions. In such cases, SEI shall attempt to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition have any such references include the Source URL or link directly to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securitySource Website.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, AdBladewithout limitation, OutbrainAdNow, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoDable, TeadsDistroscale, RevContentEngageYa, ZergNetKargo, Xxxxx.xxxLigatus, Microsoft Audience Network, OpenWeb, Outbrain, Phoenix, Plista, LigatusPopIn, SharethroughPostquare, NativoRevcontent, PolarVerizon Media Group (including Gemini and Verizon Media Native, Earnify and BroadSpring) any of its subsidiaries, brands, or affiliated companies), XXX.XX, and Yengo to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction injunction, or other similar actions under the law of the People’s Republic of China, to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then- current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAJA, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Cxense, Dable, Dianomi, Distroscale, EngageYa, Gunosy, Inform, Kargo, Logly, Media.netMGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Phoenix, Polar, PopIn, Postquare, Profit X, RevContent, Sharethrough, Taxel, Teads, RevContentTout, Uzou, XXX.XX, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Vuble, X Lift, Yengo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing 陥：本プロパティの再デザイン直後の2 週間において、調整後総 RPM が本プロパティの再デザイン直前の 2 ヶ月間に本プロパティから生じた調整後総 RPM の平均（以下「サンプル期間平均」という。）の 90％を下回る場合、Taboola は、その旨を本パブリッシャーに E メールで通知（以下「再デザイン通知」という。）する。本パブリッシャーは、再デザイン通知を受領後2 週間（以下「RPM 是正期間」という。）以内に、調整後総RPM をサンプル期間平均以上に増加させなければならない。RPM 是正期間の後、調整後総RPM がなおサンプル期間平均の97％を下回る場合、Taboola が「再デザインの欠陥」を被ったものとみなされる。コンテンツ意見相違: 契約期間中いつでも、本パブリッシャーが Taboola スポンサー提供コンテンツの全カテゴリーをブロックし、かかる調整が調整後総 RPM にネガティブな影響を与える場合、Taboola は本パブリッシャーに対しE メールで通知をするものとする（「コンテンツ意見相違通知」）。コンテンツ意見相違通知の受領後、両当事者は、受け入れ可能なTaboolaスポンサー提供コンテンツのカテゴリーにつき、相互に合意できる調整を誠意をもって交渉する努力をするものとする。両当事者が 10 日以内に調整につき合意に達しなかった場合、コンテンツ意見相違が生じたものとみなされる。デスクトップ：固定されたコンピュータ機器、及びキーボードを有する携帯可能でヒンジ（蝶番）付きラップトップ機器（例：タワー又はミニタワー筐体機器、ラップトップ、ノートパソコン）。モバイル：画面の対角線の長さが最大6 インチで、電話やカメラ機能が通常装備された、携帯可能、手持ち式コンピュータ端末（例：Apple iPhone 又は Android の通話可能コンピュータ端末）。タブレット：画面の対角線の長さが6 インチ超で、携帯可能、手持ち式、平面画面かつヒンジ（蝶番）が付いていない端末（例：iPad、 iPad mini、Samsung Galaxy タブレット、Microsoft Surface）。モバイル最適化：モバイル端末での閲覧の最適化のためにデスクトップ用のページとは異なる設計がされたウェブサイトのページ。アプリ：モバイル又はタブレット端末上で動作するよう設計された、本パブリッシャーのiOS、Android 又はWindows 用コンピュータ・プログラム。デスクトップ、モバイル、タブレット、モバイル最適化及びアプリの最終的な定義は、ユーザ・エージェント端末の ID によって判断され、これは Taboola の全クライアントのために解析ダッシュボードで統一的に認識されまとめられる。本パブリッシャーは、解析ダッシュボードで提供される解析は推定であり、各暦月の末日の 14 日後に初めて確定することを承諾する。 4. 独占権： Taboola は、契約期間中、本パブリッシャーにとって本サービスの独占的な提供業者となる。したがって、本パブリッシャーは、Taboola の競合他社又はそれらの関連会社（ AdBlade、 AJA 、 Connatix 、 Xxxxxxx.Xx 、 Crowdignite 、 Cxense 、 Dable 、 Dianomi 、 Distroscale 、 EngageYa 、 Gunosy 、 Inform 、 Kargo 、 Logly、Xxxxx.xxx、MGID、Microsoft Audience Network、Nativo、 OpenWeb, Outbrain、Phoenix 、Polar、PopIn、Postquare、Profit X 、 RevContent 、 Sharethrough 、 Taxel 、 Teads 、 Tout 、 Uzou 、 XXX.XX、Verizon Media Group（Gemini と Verizon Media Native、およびその子会社、ブランド、または関連会社を含む）、Vuble、X Lift、Yengo、YieldMo、ZergNet 及び Zinc by Zedo を含むが、これらに限らない。）を含むがこれに限らず、いかなる第三者に対しても、パブリッシャーが所有若しくは運営するプロパティ（プロパティを含むが、これに限らない。）上における、推奨広告の作成、動画広告の再生又は本サービスに類似するコンテンツの推奨広告サービスの提供を委託しない。本パブリッシャーはさらに、契約期間中のいかなる時点においても、Outbrain（又はその親会社若しくはその子会社若しくは関連会社）が提供するサービスを直接的又は間接的に使用しない（ただし、本パブリッシャーが Outbrain からトラフィックを購入することは許可される。）。本パブリッシャーが本プロパティ上の本サービスを維持しながら、その全トラフィックを新ウェブサイトに誘導した場合、本パブリッシャーが前述の独占条項に違反したとみなされるものとすることが理解され合意される。本パブリッシャーは本第 4 項に定められる制限がTaboola の事業にとって不可欠であること、並びに上記独占条項のあらゆる違反が金銭賠償では不十分な回復不能の損害及び著しい権利侵害をTaboola にもたらすこととなることを了承している。したがって、Taboola は、自己の有するその他の権利又は救済に加え、本契約の本条項の違反又は違反のおそれを禁じるための即時の差止め命令を、保証金その他の担保の差入れを要することなく、取得する権利を有し、勝訴側当事者 exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure. は自らの負担した合理的な弁護士報酬を受領する権利を有する。本パブリッシャーはさらに、上記独占条項の違反があった場合、違約金ではなく予定損害賠償金として、(i)違反のあった本プロパティについて、本パブリッシャーから得た直前の 3 か月間（当該違反が契約期間開始後 3 か月に至る前に発生した場合、これより短い期間）の Taboola の平均月次調整後粗利益に、(ii)当該時点における契約期間において残存する月数を乗じた金額に相当する金額をTaboola に支払うことに同意し、かかる各状況における現実の損害が不確実かつ測定困難であること、及び上記に定められた金額が適切な措置であることが合意される。

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainCoNative (DefineMedia), Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, TeadsDianomi, Digiteka, Distroscale, Earnify, EngageYa, Facebook Audience Network, Fortvision, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, PostSquare, RevContent, ZergNet, Xxxxx.xxx, Plista, LigatusSekindo/Primis, Sharethrough, NativoTeads (including but not limited to Xxxxxxx.xx), PolarTout, Earnify TripleLift, Union Media, Verizon Media Group (including Gemini and BroadSpringVerizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, XXX.XX, Virool, Vuble, YieldMo, ZergNet, and Zinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain seek an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that During the Term, Taboola will be Publisher’s exclusive Service Services provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Xxxxxxx.Xx, Dianomi, Distroscale, Xxxxx.xxx, MGID, Outbrain, Revcontent, Sekindo/Primis, XXX.XX, Verizon Media Group (except Publisher shall be permitted to buy traffic from Outbrainincluding Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, WhizzCo and Zergnet directly or indirectly, at any time during the Term. For clarityTerm (except that Publisher shall be permitted to buy traffic from Xxxxxxx.Xx, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesDianomi, Distroscale, Xxxxx.xxx, MGID, Outbrain, Revcontent, Sekindo/Primis, XXX.XX, Verizon Media Group, Viafoura, WhizzCo and Zergnet. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then- current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher Section 5 of the Agreement is hereby deleted and restated in its entirety as follows: Snap and CNET will each use its best efforts to not negotiate with any third party with respect to any agreement or arrangement to provide Promotions for a Competitive Business within its web site; provided, however, that Snap and CNET will be given 14 days to cure any alleged breach of the foregoing upon receiving written notice from the Company of such alleged breach; provided, however that if Snap or CNET, whichever is relevant, agrees that Taboola such an event has occurred by curing such breach, and then the Company will not be Publisher’s exclusive Service provider required to pay the breaching party for Retail Impressions delivered during the Term period while the breach continued. Further, if the Company fails to exercise the Renewal Option on the terms of Section 7.1, above, the foregoing sentence shall terminate and Publisher shall not be effective on Snap or CNET. Snap and CNET will each use its best efforts to not promote or display any type of Promotions related to health insurance products for a Company Competitor described on Exhibit B. However, the foregoing restriction shall not prevent Snap or CNET from promoting or displaying, for any party (including a Company Competitor), general branding Promotions or any Promotions related to any insurance products that are not reasonably considered health insurance products. For example, Snap may promote auto, home and life insurance products for InsWeb, but may not promote health insurance products for InsWeb. Notwithstanding the foregoing, if Snap or CNET promote or display a Promotion related to a health insurance product for a Company Competitor, Snap or CNET, as the case may be, will have fourteen days after receiving notice from the Company to remove such Promotion. Failure to remove such Promotion within such fourteen day period will result in a breach of the Agreement by the non- removing party. For the avoidance of doubt, the Company specifically acknowledges that Snap may enter into a promotion and advertising agreement with InsWeb subject to the limitations described above. Further, the Company acknowledges that Snap and CNET often do not control the advertising run on co-branded sites or IP masked sites, and the Company agrees that it Snap or CNET, respectively, will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of this provision if Promotions for a Company Competitor appear on a co-branded site which is not controlled by such party. The foregoing exclusivity will apply to Snap and CNET until [o o o], at which time such exclusivity will automatically and permanently terminate unless the Renewal Option is exercised according to the terms of the Agreement. The parties acknowledge that the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic provisions will not prevent Snap or CNET from displaying text links and other references to a new website. Publisher acknowledges that Competitive Business as reasonably necessary to provide appropriate editorial and search related services (e.g. by providing text links within articles and in response to search results) within the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola Snap or CNET Sites for which money damages will be inadequate. Accordinglyno consideration is received by Snap or CNET, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other securityrespectively.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Google Content Recommendations, Facebook Content RecommendationsGravity, Xxxxxxx.XxInform, YieldMoKargo, TeadsXxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Plista, Polar, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, NativoXxxx.XX, PolarTelaria, Earnify and BroadSpring) to make recommendations on Tout, TripleLift, Unruly, Verizon Media Group or any websites owned of its subsidiaries, brands, or operated by itaffiliated companies, including, without limitation the Websiteslimitation, Gemini, Virool, Vuble, YieldMo, ZergNet, and Zinc by Zedo) to make Recommendations, play video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it Term. Accordingly, Company will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdNow, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Dianomi, Digiteka, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Xxxxx.xxx, MGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Polar, Publicis, Qwertize, RevContent, Sekindo/Primis, Sharethrough, Teads, RevContentTout, TripleLift, Truvid, UOL, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Vidoomy, Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by PublisherCompany, including, without limitation limitation, the WebsitesProperties. Publisher further agrees that it In addition, Company will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Publisher agrees Term (except that any revenue-generating content recommendation services provided by a third party prior Company shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher Company shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service Platform on the Websites Properties but divert all of its traffic to a new website. Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Company further agrees that in the event of a breach of the foregoing exclusivity clause, Company shall pay to Taboola, as compensatory fines, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Company for the Properties in breach for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term. It is agreed that nothing in this provision limits

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityCoNative (DefineMedia), Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, TeadsCrowdignite, Dianomi, Digiteka, Distroscale, Earnify, EngageYa, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare, Qwertize, RevContent, ZergNet, Xxxxx.xxx, Plista, LigatusSekindo/Primis, Sharethrough, NativoShowheroes,Teads, PolarTout, Earnify TripleLift, Union Media, XXX.XX, Verizon Media Group (including Gemini and BroadSpringVerizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, Vuble, WhizzCo, YieldMo, ZergNet, and Zinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBrightcove, CrowdigniteConcert (VOX Media), Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoDianomi, Digiteka, Earnify, Xx.xx, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, LockerDome, Magnite, Xxxxx.xxx, MGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Polar, Powerinbox, RevContent, Rumble, Sharethrough, Teads, RevContentTripleLift, Unruly, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Virool, YieldMo, and ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term, however no longer than 5 years from the Effective Date. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityArtmedia, Yahoo! Content RecommendationsCoNative (DefineMedia), Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Qwertize, RevContent, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityArtmedia, Yahoo! Content RecommendationsCoNative (DefineMedia), Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare (EngageYa), Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, XXX.XX, Virool, Vuble, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain Outbrain, (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it Term. Accordingly, Company will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityArtmedia, Yahoo! Content RecommendationsCoNative (DefineMedia), Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare (EngageYa), Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, XXX.XX, Virool, Vuble, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by PublisherCompany, including, without limitation limitation, the WebsitesProperties. Publisher further agrees that it In addition, Company will not use any services provided by Outbrain Outbrain, (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Publisher agrees Term (except that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher Company shall be deemed permitted to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its buy traffic to a new websitefrom Outbrain). Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityCoNative (DefineMedia), Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Directadvert, Distroscale, Earnify, EngageYa, Facebook Audience Network, Xxxxxx.xx, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Mediator, Xxxx.xx, Xxxxx.xxx, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare (EngageYa), Qwertize, Relap, RevContent, Sekindo/Primis, Sharethrough, Showheroes, SV Platforma Recomendatsii, SVK Native, Teads, RevContentTout, TripleLift, Union Media, XXX.XX, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, Vuble, WhizzCo, Yandex Rekomendatsii, Yandex Zen, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, ContentClick, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Plista, Ligatus, Earnify and BroadSpring) to make recommendations on any websites owned or operated by itPublisher, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the WebsitesTaboola. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s monthly adjusted gross revenue realized from Publisher for the Websites to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees On 25 June 2007, the Company and the Vendor entered into the Exclusivity Agreement under which the Vendor has undertaken to the Company that Taboola (i) it will be Publisher’s exclusive Service provider during not, and will procure members of the Term FL Group not to negotiate or contact or solicit or accept any offer from or communicate in any manner with, whether conditionally or unconditionally, any party (other than the Company) in relation to the Proposed Acquisition and/or the sale of interests of any members of the FL Group; and Publisher agrees that further it will not engage sell or transfer or in any third party, including without limitation, manner deal with the whole or any part of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) the interests of the Vendor to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar be acquired pursuant to the Service provided by Taboola on Proposed Acquisition and/or interests of any websites owned members of the FL Group or operated by Publishercreate any encumbrance, includingclaim, without limitation the Websites. Publisher further agrees that lien or third party right thereon and (ii) it will allow and facilitate the Company to carry out due diligence on the FL Group and its assets, for a period until 180 days from the date of the Exclusivity Agreement. Upon entering into the Exclusivity Agreement, the Company paid cash consideration of HK$300,000 in order to procure such exclusivity. The Exclusivity Agreement does not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during constitute legally binding commitments of the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior Vendor and the Company as to the Effective Date will be replaced by Taboola’s Service on or before Proposed Acquisition, which is subject to the Effective Date in any territories where Taboola offers its services. It is understood execution and agreed that the Publisher shall be deemed to be in breach completion of the foregoing Formal Agreement by the parties. However, the exclusivity clause should it keep and the Service on other provisions in the Websites but divert all of its traffic Exclusivity Agreement, as referred to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach “Exclusivity” under the section headed “The Exclusivity Agreement” above constitutes a legally binding obligation on the part of the foregoing exclusivity provision will cause irreparable harm Vendor. Potential Acquisition Under the Exclusivity Agreement, the Company intends to, through the Company or its wholly-owned subsidiary, acquire the entire issued share capital in Fullight from the Vendor at the consideration to be negotiated and significant injury to Taboola for agreed between the Vendor and the Company which money damages the Company currently expects will be inadequatedetermine by reference to the reserve base and resources of natural rutile in the Mine in accordance with a technical report to be prepared by an international technical consultant to be appointed by the Company which the Vendor, based on a PRC geological report, believes to be not less than 5,000,000 tonnes of natural rutile resources which will result in the Mine being one of the largest natural rutile mines in the PRC. AccordinglyThe Vendor has indicated his preference to receive equity or equity-linked consideration from the Company as consideration for the Proposed Acquisition. However, Publisher agrees thatthe Company may wish to use other means of financing, including issuance of corporate debt, to satisfy the consideration of the Proposed Acquisition should they be in addition to any other rights or remedies Taboola may havethe interest of the shareholders as a whole. However, Taboola shall have no decision has been made by the right to obtain an immediate injunction to enjoin any breach or threatened breach Company regarding the exact source of this provision of this Agreement, without having to post a bond or other securityfunding for the Proposed Acquisition.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdnow, CrowdigniteAdYouLike, GravityApester, Yahoo! Content RecommendationsArtmedia, Google Content RecommendationsCoNative (DefineMedia), Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Contentstream, Crowdignite, Dianomi, Digiteka, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Qwertize, RevContent, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees The report is prepared exclusively for the client named and is not transferable to anyone in any form. Client gives permission for DRI to deliver report to real estate agents, and to discuss report findings with real estate agents and/or repair persons for sake of clarification. Client Initials X _ (date) _ COMPLETE AGREEMENT: Both DRI and Client acknowledge that Taboola this written instrument correctly and completely describes all of the terms of their agreement by signing their names on the spaces below. Also, the Client understands and acknowledges that in the event that clients fail to sign name in the space below, DRI will be Publisher’s exclusive Service provider during performing based upon, and with the Term understanding that, in spite of the lack of written signatures, this written instrument correctly contains all of the terms of this agreement between DRI and Publisher agrees that it will not engage any third partyClient, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify unless some other written instrument reflecting different terms is signed by both DRI and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the WebsitesClient. No oral agreements understandings, or to provide a revenue-generating content recommendation service that representations shall change, modify, or amend any part of this agreement. No change or modification shall be enforceable against any party unless such change or modification is similar in writing and signed by both parties. A copy of this Service Agreement was available for prior review at the Inspection Company web site located at: www:xxxxxxxxxxxxxxxxxx.xxx UTILITIES: The gas, electricity, and water (utilities) should be on to the Service provided property for the inspection. Pilot lights must be “lit” in order to inspect gas water heater and furnace (inspectors are not licensed by Taboola on the State to light pilot’s). If inspector arrives at the subject property, and the inspection needs to be rescheduled for utilities that are not on, the client may be charged a FULL inspection return trip charge. If any websites owned portion of this agreement is found to be invalid or operated unenforceable by Publisherany court or arbitrator, includingthe remaining terms shall remain in full force between the parties. ACKNOWLEDGMENT: The undersigned have reviewed this document, without limitation understand its contents and agree to the Websitesterms and conditions contained herein. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted In the absence of the Customer to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party sign this agreement prior to or at the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach time of the foregoing exclusivity clause should it keep inspection, scheduling of the Service on inspection, acceptance of the Websites but divert all report, and/or payment for the inspection is an acknowledgment, acceptance, and agreement by the client to the terms of its traffic to a new website. Publisher this agreement, and acknowledges that the restrictions set forth inspection includes only those items listed, mentioned and specified in this paragraph are essential to Taboola’s business and that any breach the report. FEE: (payable at the time of the foregoing exclusivity provision inspection) $ Check # The inspection is limited to what is visible at the time of the inspection. Subject Property Address: Customer: X Date _ (If this is a joint purchase, signer represents actual authority to sign for all parties.) INSPECTOR Date Xxx Xxxxxxx for Xxxxxxx Real Estate Inspections TREC LIC. NO. 9825 ADDENDUM TO BASIC INSPECTION SERVICE AGREEMENT This AGREEMENT is made on between XXXXXXX REAL ESTATE INSPECTIONS and (hereinafter “DRI”) ("Xxx Xxxxxx"). The purpose of this written instrument is to describe all of the terms of this agreement, including a description of the consulting services that DRI has agreed to perform for the Client, what the Client will cause irreparable harm pay in exchange for those services, and significant injury all of their respective rights and obligations to Taboola for which money damages will be inadequatethey have agreed. Accordingly, Publisher agrees that, This is in addition to any other rights or remedies Taboola may havethe Basic Inspection at the request of the Client. The SCOPE of the inspection is LIMITED and EXCLUDES swimming pools/spas, Taboola shall have septic systems, wood damaging insects, out buildings, foundation mapping… but for this inspection the right Client has requested that RDI include the following with this Basic Inspection. should be added to obtain an immediate injunction this inspection as is defined and limited according to enjoin any breach or threatened breach the laws of Texas: Texas Civil Statutes, Article 6573a, # 22, TAC Section 535.222 (Standards of Practice), for the additional fee as listed below: FEE: (payable at the time of the inspection) $ Check # Subject Property Address: Customer: X Date _ (If this provision of this Agreementis a joint purchase, without having signer represents actual authority to post a bond or other securitysign for all parties.) INSPECTOR Date Xxx Xxxxxxx for Xxxxxxx Real Estate Inspections TREC LIC. NO. 9825 Addendum to Basic Inspection

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term, however no longer than 5 years from the Effective Date. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdYouLike, CrowdigniteApester, GravityCoNative (DefineMedia), Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare (EngageYa), Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, XXX.XX, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, Vuble, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service provider during the Term The services of TSC and Publisher agrees that it will ABAX hereunder are not engage any third party, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the Websites, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola on any websites owned or operated by Publisher, including, without limitation the Websites. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach exclusive, and TSC and ABAX and their respective officers, employees and affiliates may, without the prior written consent of the foregoing exclusivity clause should it keep Adviser or the Service on Fund, render such services to others, except that during the Websites but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision term of this Agreement, (i) TSC and ABAX will not launch in the public markets any other registered closed-end fund offering during the period prior to the launch of the Fund’s Offering through the Fund’s closing (excluding any closing pursuant to an underwriter’s greenshoe option), without having the prior written consent of the Adviser and the Fund, and (ii) TSC and ABAX will make the Fund the sole focus of ABAX’s distribution services for closed-end funds for the period from the launch of the Offering through the Fund’s closing (excluding any closing pursuant to post an underwriter’s greenshoe option). For subsequent offerings of closed-end funds advised or to be advised by the Adviser or any affiliate of the Adviser, each of TSC and ABAX agrees that it will, if engaged in similar capacities as for the Fund, provide such services to the Adviser or the Adviser’s affiliate and the applicable fund on a bond basis similar to that provided herein, including with respect to exclusivity, and with terms relating to fees and expenses that are no less favorable than the fees and expenses contemplated by this Agreement, except that TSC/ABAX Road Show Expenses (as defined in Section 9) shall be borne by the Adviser, the Adviser’s affiliate or other securitythe applicable fund in full for all such subsequent offerings; provided, that (i) TSC and ABAX will be required to comply with the Adviser’s expense policies and reimbursement procedures (which shall have been provided to TSC and ABAX prior to such engagement) and (ii) in the event that such engagement is terminated by the Adviser, the Adviser’s affiliate or the applicable fund due to a material breach by TSC or ABAX, TSC and ABAX, and not the Adviser, the Adviser’s affiliate or the fund, shall bear all TSC/ABAX Road Show Expenses.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainBroadSpring, Connatix, Xxxxxxx.Xx, Crowdignite, GravityDianomi, Yahoo! Content RecommendationsDigiteka, Earnify, Facebook Audience Network, Google Content Recommendations, Facebook Content RecommendationsGravity, XxxxxxxInform, Kargo, LockerDome, Xxxxx.xxx, MGID, Microsoft Bing, Nativo, Outbrain, Polar, Publicis, Qwertize, RevContent, Sharethrough, Xxxx.XxXX, Teads, Tout, TripleLift, Virool, Vuble, Yahoo Gemini, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (or its parent or any of its subsidiaries or affiliates) directly or indirectly, at any time during the Term (except that Publisher shall be permitted to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party prior to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdNow, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Dianomi, Digiteka, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Xxxxx.xxx, MGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Polar, Publicis, Qwertize, RevContent, Sekindo/Primis, Sharethrough, Teads, RevContentTout, TripleLift, Truvid, UOL, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Vidoomy, Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service Platform on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security., and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as compensatory fines, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties in breach for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term. It is agreed that nothing in this provision limits

Exclusivity. Publisher agrees The report is prepared exclusively for the client named and is not transferable to anyone in any form. Client gives permission for DRI to deliver report to real estate agents, and to discuss report findings with real estate agents and/or repair persons for sake of clarification. Client Initials X _ (date) _ COMPLETE AGREEMENT: Both DRI and Client acknowledge that Taboola this written instrument correctly and completely describes all of the terms of their agreement by signing their names on the spaces below. Also, the Client understands and acknowledges that in the event that clients fail to sign name in the space below, DRI will be Publisher’s exclusive Service provider during performing based upon, and with the Term understanding that, in spite of the lack of written signatures, this written instrument correctly contains all of the terms of this agreement between DRI and Publisher agrees that it will not engage any third partyClient, including without limitation, any of Taboola’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content Recommendations, Xxxxxxx.Xx, YieldMo, Teads, RevContent, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify unless some other written instrument reflecting different terms is signed by both DRI and BroadSpring) to make recommendations on any websites owned or operated by it, including, without limitation the WebsitesClient. No oral agreements understandings, or to provide a revenue-generating content recommendation service that representations shall change, modify, or amend any part of this agreement. No change or modification shall be enforceable against any party unless such change or modification is similar in writing and signed by both parties. A copy of this Service Agreement was available for prior review at the Inspection Company web site located at: www:xxxxxxxxxxxxxxxxxx.xxx UTILITIES: The gas, electricity, and water (utilities) should be on to the Service provided property for the inspection. Pilot lights must be “lit” in order to inspect gas water heater and furnace (inspectors are not licensed by Taboola on the State to light pilot’s). If inspector arrives at the subject property, and the inspection needs to be rescheduled for utilities that are not on, the client may be charged a FULL inspection return trip charge. If any websites owned portion of this agreement is found to be invalid or operated unenforceable by Publisherany court or arbitrator, includingthe remaining terms shall remain in full force between the parties. ACKNOWLEDGMENT: The undersigned have reviewed this document, without limitation understand its contents and agree to the Websitesterms and conditions contained herein. Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted In the absence of the Customer to buy traffic from Outbrain), directly or indirectly, at any time during the Term. For clarity, Publisher agrees that any revenue-generating content recommendation services provided by a third party sign this agreement prior to or at the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its services. It is understood and agreed that the Publisher shall be deemed to be in breach time of the foregoing exclusivity clause should it keep inspection, scheduling of the Service on inspection, acceptance of the Websites but divert all report, and/or payment for the inspection is an acknowledgment, acceptance, and agreement by the client to the terms of its traffic to a new website. Publisher this agreement, and acknowledges that the restrictions set forth inspection includes only those items listed, mentioned and specified in this paragraph are essential to Taboola’s business and that any breach the report. FEE: (payable at the time of the foregoing exclusivity provision inspection) $ Check # The inspection is limited to what is visible at the time of the inspection. Subject Property Address: Customer: X Date _ (If this is a joint purchase, signer represents actual authority to sign for all parties.) INSPECTOR Date Xxx Xxxxxxx for Xxxxxxx Real Estate Inspections TREC LIC. NO. 9825 ADDENDUM TO BASIC INSPECTION SERVICE AGREEMENT This AGREEMENT is made on between XXXXXXX REAL ESTATE INSPECTIONS and (hereinafter “DRI”) ("The Client"). The purpose of this written instrument is to describe all of the terms of this agreement, including a description of the consulting services that DRI has agreed to perform for the Client, what the Client will cause irreparable harm pay in exchange for those services, and significant injury all of their respective rights and obligations to Taboola for which money damages will be inadequatethey have agreed. Accordingly, Publisher agrees that, This is in addition to any other rights or remedies Taboola may havethe Basic Inspection at the request of the Client. The SCOPE of the inspection is LIMITED and EXCLUDES swimming pools/spas, Taboola shall have septic systems, wood damaging insects, out buildings, foundation mapping… but for this inspection the right Client has requested that RDI include the following with this Basic Inspection. should be added to obtain an immediate injunction this inspection as is defined and limited according to enjoin any breach or threatened breach the laws of Texas: Texas Civil Statutes, Article 6573a, # 22, TAC Section 535.222 (Standards of Practice), for the additional fee as listed below: FEE: (payable at the time of the inspection) $ Check # Subject Property Address: Customer: X Date _ (If this provision of this Agreementis a joint purchase, without having signer represents actual authority to post a bond or other securitysign for all parties.) INSPECTOR Date Xxx Xxxxxxx for Xxxxxxx Real Estate Inspections TREC LIC. NO. 9825 Addendum to Basic Inspection

Exclusivity. Publisher agrees that Taboola will be PublisherCompany’s exclusive Service Services provider during the Term and Publisher agrees that it Term. Accordingly, Company will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdnow, CrowdigniteAdYouLike, GravityApester, Yahoo! Content RecommendationsCoNative (DefineMedia), Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoContentClick, Contentstream, Crowdignite, Dianomi, Digiteka, Distroscale, Earnify, EngageYa, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Ligatus, Xxxxx.xxx, MGID, Microsoft Audience Network, Midas Network, Xxxxxx.xx, Nativery, Nativo, OpenWeb, Outbrain, Phoenix, Plista, Polar, Postquare, Qwertize, RevContent, Sekindo/Primis, Sharethrough, Showheroes, Teads, RevContentTout, TripleLift, Union Media, XXX.XX, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Viafoura, Virool, Vuble, WhizzCo, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by PublisherCompany, including, without limitation limitation, the WebsitesProperties. Publisher further agrees that it In addition, Company will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Publisher agrees Term (except that any revenue-generating content recommendation services provided by a third party prior Company shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher Company shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service on the Websites Properties but divert all of its traffic to a new website. Publisher Company acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Company further agrees that in the event of a breach of the foregoing exclusivity clause, Company shall pay to Taboola, as liquidated damages and not a penalty, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Company for the Properties to which the breach applied for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term, it being agreed that actual damages in each such circumstance will be uncertain and difficult to measure, and that the amount provided is a reasonable measure.

Exclusivity. Publisher agrees that Taboola will be Publisher’s exclusive Service Services provider during the Term and Term. Accordingly, Publisher agrees that it will not engage any third party, including including, without limitation, any of Taboola’s competitors or their affiliates (e.g.including, without limitation, AdBlade, OutbrainAdNow, Crowdignite, Gravity, Yahoo! Content Recommendations, Google Content Recommendations, Facebook Content RecommendationsConnatix, Xxxxxxx.Xx, YieldMoCrowdignite, Dianomi, Digiteka, Facebook Audience Network, Google Content Recommendations (including Google Traffic Multiplex), Inform, Kargo, Xxxxx.xxx, MGID, Microsoft Audience Network, Nativo, OpenWeb, Outbrain, Polar, Publicis, Qwertize, RevContent, Sharethrough, Teads, RevContentTout, TripleLift, UOL, Verizon Media Group (including Gemini and Verizon Media Native, and any of its subsidiaries, brands, or affiliated companies), Virool, Vuble, YieldMo, ZergNet, Xxxxx.xxx, Plista, Ligatus, Sharethrough, Nativo, Polar, Earnify and BroadSpringZinc by Zedo) to make recommendations on any websites owned or operated by itRecommendations, including, without limitation the Websitesplay video advertisements, or to provide a revenue-generating content recommendation service that is similar to the Service provided by Taboola Services on any websites properties owned or operated by Publisher, including, without limitation limitation, the WebsitesProperties. In addition, Publisher further agrees that it will not use any services provided by Outbrain (except Publisher shall be permitted to buy traffic from Outbrainor its parent or any of its subsidiaries or affiliates), directly or indirectly, at any time during the Term. For clarity, Term (except that Publisher agrees that any revenue-generating content recommendation services provided by a third party prior shall be permitted to the Effective Date will be replaced by Taboola’s Service on or before the Effective Date in any territories where Taboola offers its servicesbuy traffic from Outbrain). It is understood and agreed that the Publisher shall be deemed to be in breach of the foregoing exclusivity clause should it keep the Service Platform on the Websites Properties but divert all of its traffic to a new website. Publisher acknowledges that the restrictions set forth in this paragraph Paragraph 4 are essential to Taboola’s business and that any breach of the foregoing exclusivity provision will cause irreparable harm and significant injury to Taboola for which money damages will be inadequate. Accordingly, Publisher agrees that, in addition to any other rights or remedies Taboola may have, Taboola shall have the right to obtain an immediate injunction to enjoin any breach or threatened breach of this provision of this Agreement, without having to post a bond or other security, and, where it is a prevailing Party, shall be entitled to receive its reasonable attorneys’ fees. Publisher further agrees that in the event of a breach of the foregoing exclusivity clause, Publisher shall pay to Taboola, as compensatory fines, an amount equal to: (i) Taboola’s average monthly Adjusted Gross Revenue realized from Publisher for the Properties in breach for the immediately preceding three (3) months (or less if the breach occurred earlier than three months into the Term) times (ii) the number of months remaining in the then-current Term. It is agreed that nothing in this provision limits Taboola’s rights to seek further indemnification for damages exceeding the compensatory fine established herein.