Common use of License Fee Clause in Contracts

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual a license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual a license fee (each, a “License Fee”) for each calendar year semi-annual period during the Term (each, a “License Fee Period”) in accordance with Schedule “AB,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.B.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.B.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “AB,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “AB,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.B.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.B.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “AB,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “AB,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.B.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.B.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “AB,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- CPI-U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual license fee fees for each billing period during the Term (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with the Schedule “A,” then in effect, the current version of which is attached hereto and incorporated by this reference as if fully rewritten herein. B. Notwithstanding anything to the contrary contained in this AgreementAgreement or Schedule “A”, upon written notice to LICENSEE by United States Certified Mail, SESAC shall have the right, upon notice to LICENSEE, right to make changes to Schedule “A.” A”. In the event the License Fee increases as a result of any such eventchange(s), LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are increase is to take effect, provided that LICENSEE gives SESAC written notice to SESAC of such termination specifically referencing this Paragraphby United States Certified Mail, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.”change. C. Notwithstanding anything to the contrary contained in this AgreementAgreement or Schedule “A”, SESAC shall have the right, but not the obligation, to verify through independent sources any information that is required to be reported to SESAC by LICENSEE pursuant to Schedule “A,” by independent sources, and SESAC may adjust make any adjustment(s) to the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any the taxing authority or court courts of any state, territory or possession in which LICENSEE conducts its operation to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for LICENSEE's pro rata share of any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates rate factors set forth in the Fee Schedule shall be increased by an amount equal equivalent to the percent increase in the Consumer Price Index – All Urban Consumers Consumer (CPI- CPI-U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual a license fee (each, a “License Fee”) for each calendar year quarter during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of 4.2.1. The Licensee agrees and at all times during the rights granted herein, LICENSEE license period shall be bound to pay the following fee and charges which shall collectively be referred to as “Licensee Fee”. The Licensee shall pay to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreementauthority for exclusive non- transferable license, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have with the right to terminate this Agreement as maintain and operate licenced premises designated and authorized by the authority to the Licensee. The license permits the Licensee to start any activity listed in Schedule F, Part D (B) of RFP. 4.2.2. The license fee decided through competitive bidding INR (IN 4.2.3. Apart from all such License Fee the Licensee undertakes to pay all such statutory taxes, municipal taxes, property tax, levies, fees, duties, charges including Luxury Tax, Central Tax, Service Tax, GST, Sales Tax and all other local and statutory taxes being currently levied or would be levied by Statutory Authorities of whatsoever nature in future in respect of the Licensed Premises. 4.2.4. If the Licensee does not pay any or full part of the License fee and/or Maintenance/ Service Charges or any other applicable fee / charges with the given timeframe as per the provisions of the RFP and License agreement, then such unpaid sum shall carry simple interest @ 14% per annum (the “Delayed Interest”), from the due date such change(sfor payment thereof until the same is paid to or otherwise realized by the Authority. 4.2.5. If the applicable payments as per the provisions of RFP and License Agreement remains unpaid for 2 (Two) are months by the Licensee, then Licensor shall have power to take effectdisconnect power, provided that LICENSEE gives electricity or other services as it deemed fit after serving a notice to SESAC the licensee. 4.2.6. If the applicable payments as per the provisions of such termination specifically referencing this ParagraphRFP and License Agreement remains unpaid for 3 (Three) months by the Licensee, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC licensor shall have powers to terminate the rightLicense, but not take necessary action to recover arrears and re-enter into the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sourcesproperty. D. In the event SESAC is determined 4.2.7. The Licensee shall make all payment in Indian Currency by any taxing authority or court to be liable for the payment Crossed “Account Payee” Cheque/Demand Draft / electronic fund transfer in favour of a gross receiptsCEO, salesXxxx Raipur Xxxx Nagar Xxxxx Xxxxxxxxxxx, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEEXxxx Raipur. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of (a) During the rights granted hereinTerm, LICENSEE shall Licensee agrees to pay to SESAC an annual Licensor a license fee equal to fifty percent (each, a 50%) of Licensee’s “Gross Receipts” (License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in ). For purposes of this Agreement, SESAC the term Gross Receipts shall have mean the righttotal revenue received by Licensee from the operation of the Equipment, upon notice less only applicable taxes. Licensee shall operate under Licensor’s standard cash control guidelines, as such guidelines may be changed by Licensor from time to LICENSEEtime during the Term, and provide a copy of the reading from the tamper proof electronic digital counter on the Equipment. Licensee shall submit the License Fee to Licensor on or before the fifth (5th) day of each month for the previous month’s Gross Receipts. Licensee shall be responsible for the payment of all applicable taxes. (b) Licensee also agrees that it will keep complete books of accounts reflecting Gross Receipts and its business activities with respect to this Agreement according to generally accepted accounting principles. Said books of account shall, subject to Licensor’s cash control and audit procedures, include (1) daily sales summaries; (2) monthly sales journals showing breakdown of sales by day; (3) monthly state sales tax returns and canceled checks showing payment of those taxes; and (4) federal income tax returns for the same period of time that Licensee is required by the Department of the Treasury, Internal Revenue Service, to make changes to Schedule “A.” In such event, LICENSEE maintain. (c) Licensor shall have the right to terminate this Agreement as of examine such books and records at any reasonable time and place. Licensor shall have the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than right at any time during the Term and within thirty (30) days after SESAC notifies LICENSEE the termination of such change(s)the Term to have an audit conducted of Licensee’s books of account by Licensor’s employees and/or auditors of Licensor’s choice. For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources If any information required to be reported audit reveals Gross Receipts were understated by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty more than (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (51%), whichever amount is greaterthe entire cost and expense of such audit shall be borne by Licensee. Additionally, payment of any License Fee shall be due upon receipt.

License Fee. A. In consideration a. The license fee shall be specified in the Order. If the license fee is based upon a limitation on the number of Users, Named Users, or Concurrent Users authorized to use the Software and servers (as all may be detailed in the Order) (the "Use Parameters") then SBC may amend the Order at any time, to increase such Use Parameters, by paying an additional fee, as agreed by the Parties, which shall be set forth in the applicable Order. b. SBC's Use Parameters, if applicable, will be reviewed every six (6) months, commencing on the first business day of the rights granted hereinlast calendar month of the first full calendar quarter following execution of this Agreement and on each six month anniversary thereafter (the "Verification Date") to verify whether SBC's use has exceeded the Use Parameters set forth in the applicable Order. The use levels as of each Verification Date shall be notified by SBC to Amdocs, LICENSEE shall and upon Amdocs' request, certified to Amdocs by an officer of SBC within thirty (30) days of the Verification Date. If the level of SBC's use at the time of such review, as compared to the level of use at the previous Verification Date has increased, then SBC will pay Amdocs subsequent license fees if and to SESAC an annual license fee (eachthe extent specified in the applicable Order, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreementsuch increase. Upon reasonable prior notice, SESAC but no more than once per calendar year, Amdocs shall have the right, upon notice through an independent auditor of national standing reasonably acceptable to LICENSEESBC to be appointed by Amdocs at Amdocs' expense, to make changes audit during normal business hours SBC's records relating to Schedule “A.” In SBC's use levels relating to the Software solely for the purpose PROPRIETARY INFORMATION The information contained herein is not for use or disclosure outside SBC, Supplier, their affiliated and subsidiary companies, and their third party representatives, except under written agreement. Software Master Agreement No. 03032360 of confirming SBC's use levels. Such audit shall be subject to SBC's standard confidentiality and security requirements. If the use level revealed by such eventaudit is seven percent (7%) or more larger than the level provided to Amdocs by SBC, LICENSEE then without derogating from Amdocs' rights hereunder, Amdocs may issue an invoice to SBC for, and SBC shall have reimburse Amdocs against such invoice, the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC costs of such termination specifically referencing this Paragraphindependent audit. Amdocs may issue an invoice to SBC for, not and SBC will pay against such invoice, subsequent license fees in its entirety to Amdocs no later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For following the avoidance of doubtVerification Date or, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreementif applicable, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEEafter an audit report issued in accordance with this Section showing subsequent license fees are due. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration (a) Subject to the provisions of section 3(e) hereof the License Fee shall be the sum of six thousand eight dollars and forty cents ($6,008.40) per annum as outlined in Schedule “B” plus the Harmonized Sales Tax, or any replacement thereof and any similar tax imposed by competent authority from time to time. The License Fee and applicable taxes shall be payable by OAC to the Town in advance on February 1st in each year of the rights granted herein, LICENSEE Term or any Renewal Term. (b) All sums payable by OAC to the Town hereunder other than License Fee shall be deemed to be Additional License Fee. (c) The OAC shall pay the Town as Additional License Fee the monies and other charges, costs and expenses provided to SESAC an annual be paid in this license fee by the OAC promptly at the times when they become payable. (eachd) All payments required to be made by the OAC under or in respect of this license shall be made to the Town’s Senior Manager , Recreation Services or his or her designate at 0000 Xxxxxxxxx Xxxx in the Town of Oakville or at such other place as the Town may hereafter from time to time direct in writing to the OAC. (e) The parties hereto acknowledge that the amount of the License Fee as aforesaid, which the parties hereto acknowledge is a “License Fee”) special rate, is conditional upon the OAC remaining a not for profit organization. In this regard the OAC hereby covenants and agrees that it shall submit to the Town, no later than the last day of February of each calendar year during of the Term (eachor of any Renewal Term a true copy of its financial statements for the immediately preceding twelve months, a “License Fee Period”) prepared by an individual or organization with qualifications acceptable to the Town, acting reasonably, prepared in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to generally accepted accounting principles. If the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required OAC ceases to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust a not for profit organization, the License Fee(s) as may Fee will immediately be appropriate based on information obtained from such sourcesrenegotiated to reflect then market rent or license fees for similar premises. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual As a monthly license fee (each, a “License Fee”) for each calendar year Exult’s use and occupancy of the Licensed Premises, during the Term (each, a “Exult shall pay BMO [***]*. Exult hereby agrees to pay the License Fee Periodto BMO [***]* of the end of each [***]* during the Term commencing upon execution of this Agreement. Exult shall have no obligation other than the License Fee to pay any costs for repair and maintenance, water, heating, ventilation, telecommunications charges (voice and data services), air conditioning, electricity, janitorial and housekeeping services furnished to, or other services and utilities related to operating the Licensed Premises (collectively, “Provided Services”). BMO hereby agrees to provide the Provided Services to Exult at BMO’s expense in the same manner that the Provided Services are provided to BMO’s premises in the Building. Notwithstanding the foregoing: (a) Exult shall pay to BMO all charges for excessive use of any Provided Services over and above the level used generally by office tenants in accordance with Schedule “A,” which the Building and for any special services requested by Exult and provided by BMO. Such charges shall be payable within [***]* of demand. BMO may require Exult to install a separate meter or check meter at Exult’s expense if BMO reasonably determines that a separate meter is attached hereto appropriate having regard to Exult’s likely usage of any Provided Services. BMO may, where it deems appropriate, engage a qualified engineer or consultant to advise on any matter referred to in this section, and incorporated herein.such party’s decision shall be binding on BMO and Exult; and B. Notwithstanding anything (b) [***]* shall pay or cause to be paid all business taxes, rates, taxes and assessments, of whatsoever kind or description, that may at any time during the continuance of this Agreement be imposed or become due and payable upon or in respect of the installation, operation, repair or maintenance of the equipment of Exult or resulting from the use of the Licensed Premises by Exult. Such charges shall be payable to [***]* within [***]* of demand or, at [***]* election, directly to the contrary contained in this Agreementtaxing authority, SESAC and all such charges shall have the right, upon notice to LICENSEE, to make changes to be deemed [***]* under Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as C of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sourcesMSA. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In The total consideration for the License shall be the issuance to Licensor of the rights granted hereinLicensee Shares (which, LICENSEE shall pay as contemplated by the definition thereof, have a value equal to SESAC an annual license fee the Base License Consideration), subject to adjustment pursuant to Exhibit B hereof (each, a the “License Fee”). One percent (1.0%) for of the Licensee Shares (the “Holdback Shares”) shall be retained by Licensee to secure Licensor’s obligation to pay any Assumed Liabilities Surplus that may become owed pursuant to Exhibit B, and the remaining ninety-nine percent (99.0%) of the Licensee Shares (the “Initial Shares”) shall be delivered to Licensor on the Effective Date or delivered to debt holders on Licensor’s behalf as contemplated by Licensee Share Agreements and payoff letters executed by such debt holders each calendar year during in a form approved by Licensor and Licensee. Licensee shall be entitled to deduct and withhold from the Term (each, a “License Fee Period”all Taxes (if any) that Licensee is required to deduct and withhold under any provision of Tax Law; provided however, that Licensee shall provide Licensor with a written notice of its intention to withhold at least five (5) Business Days in accordance with Schedule “A,” which is attached hereto advance indicating the (i) amount to be withheld or deducted and incorporated herein. B. Notwithstanding anything to (ii) the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as relevant provisions of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty Code (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEEapplicable Law) requiring such withholding or deduction, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification and prior to LICENSEE therefor, for any such tax derived from receipts received from LICENSEEwithholding, Licensee shall use commercially reasonable efforts to cooperate with Licensor to minimize any such Taxes. To the extent such amounts are so deducted or withheld and timely paid over to or deposited with the relevant Governmental Authority by Licensee, such withheld amounts be treated as delivered to Licensor hereunder. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of Licensee’s use of the rights granted hereinMarks for the benefit of each CWC LA School, LICENSEE Licensee shall pay to SESAC an Licensor the percentage of annual license fee “Subject Revenue” (each, a “License Fee”as defined below) for set forth on Exhibit D received by each calendar year during the Term CWC LA School. The manner of payment shall be as follows: (each, a “License Fee Period”a) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty Within twenty-eight (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (3028) days of notification the last day of each of the first 3 quarters of each CWC LA School’s fiscal year, Licensee shall furnish to LICENSEE therefor, for any such tax derived from receipts Licensor a report of the Subject Revenue received from LICENSEEby each CWC LA School during the immediately preceding quarter. E. Effective (b) Licensor shall thereafter generate and deliver to Licensee an invoice reflecting the fee due from Licensee for the immediately preceding quarter. Licensee shall remit payment due pursuant to said invoice within sixty (60) days of receipt of said invoice. (c) With respect to the fourth quarter of Licensee’s fiscal year, Licensee shall, within twenty-eight (28) days of certification of each January 1 CWC LA School’s Second Principal Apportionment (P-2), furnish to Licensor a report of Subject Revenue received by each CWC LA School during the fourth quarter as well as any revisions to Subject Revenue received during the first 3 quarters of the fiscal year based upon the certified Second Principal Apportionment (P-2). Licensor shall thereafter generate and deliver to Licensee an invoice reflecting the fee due for the fourth quarter for each CWC LA School including any adjustments based upon actual enrollment during the first three quarters based upon the certified P-2 enrollment report. To the extent Licensee is entitled to a credit for over-payments for the first 3 quarters of Licensee’s fiscal year, such invoice and the amount due pursuant thereto shall reflect such credit. To the extent that Licensee has under-paid fees due for the first 3 quarters of Licensee’s fiscal year, such invoice shall reflect the additional amount due. Licensee shall pay all amounts due, if any, pursuant to such invoice within fifty (50) days of the last day of the preceding quarter. If there are any financial accrual calculations following the Effective DateSecond Principal Apportionment (P-2) period, Licensee shall furnish to Licensor a report of the rates set forth in adjustments made for each CWC LA School within sixty (60) days of the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau last day of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October quarter and shall pay all amounts due, if any, or five percent shall receive a credit, if any, within ninety (5%), whichever amount is greater90) days of the last day of the preceding quarter.

License Fee. A. In consideration 2.1. Unless agreed upon otherwise, any license rights granted to You in this License Agreement are subject to Your paying the license fee(s) as specified in the invoice provided by ISA or its authorized resellers or distributors. License fees shall be due and payable under the terms of this article 2 and shall not be dependent or contingent in any way upon the performance or completion of any separate, agreed upon support and/or maintenance services. 2.2. The license fees for the Commercial License and Standard OEM License must be fully paid up in advance by You to obtain any license rights. 2.3. For the Capacity Rental License, ISA shall in principle invoice You an advance on license fees up-front for each 12 month period on the basis the quantity of PDF files generated, modified, adapted, stamped, filled in, inspected or otherwise processed during the previous 12 month period. With regard to the initial 12 month period, the advance on license fees shall be determined on the basis of the rights granted herein, LICENSEE shall pay estimate provided by You to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) ISA in accordance with Schedule “A,” which is attached hereto article 1.2.4. above. After the initial 12 month period and incorporated herein. B. Notwithstanding anything for each following same term, ISA will evaluate the actual number of processed PDF files in order to the contrary contained in this Agreement, SESAC shall determine if You have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is pay additional license fees based on the actual number of processed PDF files during that 12 month period. If so, additional license fees will be invoiced to You. In case specific circumstances (e.g. development of a new product) cause You not to process PDF files or to do so in numbers not reflecting Your actual use of the Software, Parties agree that ISA shall be entitled to invoice You a reasonable additional licensee fee taking into consideration all relevant factors. 2.4. Any purchase order or other document You have transmitted shall not alter nor prevail over the terms of this License Agreement, unless explicitly accepted by ISA in writing. Unless otherwise agreed, all payments must be made in USD, as indicated by ISA or its authorized resellers or distributors on the invoice. The license fee is exclusive of all local, state, federal and foreign taxes, levies or duties of any nature and You are responsible for payments of all such taxes, excluding only Singaporean taxes on ISA’s income. If ISA or its authorized resellers or distributors have the legal obligation to pay or collect such taxes for which You are responsible pursuant to this section, the appropriate amount of SESAC's receipts from LICENSEEshall be invoiced to and paid by You unless You provide ISA or its authorized resellers or distributors with a valid tax exemption certificate authorized by the appropriate taxing authority. All invoices for the licensed Software will be delivered to You or sent via e-mail, then LICENSEE shall reimburse SESACat ISA’s discretion. Unless agreed upon otherwise or unless the invoice includes a longer payment term, You must pay all invoices within thirty (30) calendar days following the invoice date. Unless agreed upon otherwise, paid license fees are not refundable. Any arrears in payment will automatically cause You to be indebted to paying to ISA or its authorized resellers or distributors a late payment interest equal to 10% per year (or part of notification year) as well as a minimal compensation for administrative and other costs equal to LICENSEE therefor10% of arrears and will by operation of law suspend all your license rights under this License Agreement until all arrears, interests and administrative compensations have been paid. You shall be solely responsible for any such tax derived obtaining payment from receipts received from LICENSEEYour customers and may not delay your payment of license fees on the basis of Your customers’ non-payment. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal 2.5. You are not entitled to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau annul nor to request a refund of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greaterorders communicated to ISA.

License Fee. A. In consideration of the rights granted herein, LICENSEE The Operator shall pay to SESAC an annual Penney a license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required Licensed Department to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court applying to be liable for the payment of Net Sales on a gross receiptscash and credit basis, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Daterespectively, the rates percentages for cash Net Sales and for credit Net Sales set forth in the attached Schedule A. If Operator enters into a licensed department agreement or an arrangement similar to this Agreement with another Chain Retailer (as defined below) for the operation of optical departments and such arrangement provides for more favorable terms and conditions relating to the amount and payment of license fees than what Penney receives hereunder, then Operator agrees to notify Penney of such terms and conditions and agrees to promptly amend this Agreement, if Penney so requests, to include the more favorable terms and conditions relating to the amount and payment of license fees for comparable locations. For the purposes of this paragraph, a “Chain Retailer” means a national chain of department stores or large chain of discounted stores such as Kmart, Target or Sam’s Club. Notwithstanding the foregoing, in the event that Operator or any Affiliate of Operator shall acquire (by stock or asset purchase) without the prior consent of Penney, a then existing chain of retail optical stores (regardless of number) or existing licensed optical departments with more than 50 locations , then (a) for the fiscal year of Operator during which such acquisition occurs, the total aggregate license fees payable by Operator under this Agreement for such fiscal year shall in no event be less than the sum of (i) the actual license fees paid for the period prior to the acquisition and (ii) a prorated portion of the Adjusted Minimum License Fee Schedule based upon the period remaining in such fiscal year after the acquisition; and (b) for each full fiscal year of Operator ending on January 31st thereafter the total aggregate license fee payable by Operator under this Agreement for each fiscal year shall in no event be less than the Adjusted Minimum License Fee. For the purpose of this Agreement, “Adjusted Minimum License Fee” shall mean [CONFIDENTIAL], provided that such amount shall be increased reduced by an the amount equal of any license fees allocable to a Closed Licensed Department for the period of 12 months immediately prior to the percent increase closure of such department. A “Closed Licensed Department” is an optical department, which Penney elects to close after the date of this Amendment. “Affiliate of Operator” means Palisade Concentrated Equity Partnership L.P. or Operator, and each corporation, partnership, joint venture, limited liability company, fund or other person or entity controlled by Operator or Palisade Concentrated Equity Partnership L.P., including without limitation Opticate Health Systems, Inc. Operator acknowledges and agrees that Penney needs the above right to consent or, in the Consumer Price Index – All Urban Consumers alternative, the stated fee adjustments because Operator’s acquisition could, as determined by Penney, adversely affect how Operator operates Licensed Department(s) under the Agreement (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October whether through inadequate resources or five percent (5%otherwise), whichever amount is greater.

License Fee. A. In consideration 2.1. Unless agreed upon otherwise, any license rights granted to You in this License Agreement are subject to Your paying the license fee(s) as specified in the invoice provided by ISB or its authorized resellers or distributors. License fees shall be due and payable under the terms of this article 2 and shall not be dependent or contingent in any way upon the performance or completion of any separate, agreed upon support and/or maintenance services. 2.2. The license fees for the Commercial License and Standard OEM License must be fully paid up in advance by You to obtain any license rights. 2.3. For the Capacity Rental License, ISB shall in principle invoice You an advance on license fees up-front for each 12 month period on the basis the quantity of PDF files generated, modified, adapted, stamped, filled in, inspected or otherwise processed during the previous 12 month period. With regard to the initial 12 month period, the advance on license fees shall be determined on the basis of the rights granted herein, LICENSEE shall pay estimate provided by You to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) ISB in accordance with Schedule “A,” which is attached hereto article 1.2.4. above. After the initial 12 month period and incorporated herein. B. Notwithstanding anything for each following same term, ISB will evaluate the actual number of processed PDF files in order to the contrary contained in this Agreement, SESAC shall determine if You have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is pay additional license fees based on the actual number of processed PDF files during that 12 month period. If so, additional license fees will be invoiced to You. In case specific circumstances (e.g. development of a new product) cause You not to process PDF files or to do so in numbers not reflecting Your actual use of the Software, Parties agree that ISB shall be entitled to invoice You a reasonable additional licensee fee taking into consideration all relevant factors. 2.4. Any purchase order or other document You have transmitted shall not alter nor prevail over the terms of this License Agreement, unless explicitly accepted by ISB in writing. Unless otherwise agreed, all payments must be made in EUR, as indicated by ISB or its authorized resellers or distributors on the invoice. The license fee is exclusive of all local, state, federal and foreign taxes, levies or duties of any nature and You are responsible for payments of all such taxes, excluding only Belgian taxes on ISB’s income. If ISB or its authorized resellers or distributors have the legal obligation to pay or collect such taxes for which You are responsible pursuant to this section, the appropriate amount of SESAC's receipts from LICENSEEshall be invoiced to and paid by You unless You provide ISB or its authorized resellers or distributors with a valid tax exemption certificate authorized by the appropriate taxing authority. All invoices for the licensed Software will be delivered to You or sent via e-mail, then LICENSEE shall reimburse SESACat ISB’s discretion. Unless agreed upon otherwise or unless the invoice includes a longer payment term, You must pay all invoices within thirty (30) calendar days following the invoice date. Unless agreed upon otherwise, paid license fees are not refundable. Any arrears in payment will automatically cause You to be indebted to paying to ISB or its authorized resellers or distributors a late payment interest equal to 10% per year (or part of notification year) as well as a minimal compensation for administrative and other costs equal to LICENSEE therefor10% of arrears and will by operation of law suspend all your license rights under this License Agreement until all arrears, interests and administrative compensations have been paid. You shall be solely responsible for any such tax derived obtaining payment from receipts received from LICENSEEYour customers and may not delay your payment of license fees on the basis of Your customers’ non-payment. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal 2.5. You are not entitled to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau annul nor to request a refund of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greaterorders communicated to ISB.

License Fee. A. In consideration of Licensee agrees to pay all fees specified herein or in an applicable purchase order. Except as otherwise specified herein or in a purchase order, (i) fees are quoted and payable in United States dollars (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (vi) CodeNotary may change the rights granted herein, LICENSEE shall pay to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, Support Fees upon notice to LICENSEELicensee as set forth below. a. Licensee agrees to pay a one-time License Fee. b. After the first twelve (12) month period of maintenance and support that is included in the base license, if Licensee wishes to make changes to Schedule “A.” obtain maintenance, Licensee shall pay an annual Support Fee. In the event that such eventSupport Fee is not paid, LICENSEE CodeNotary shall have no obligation to provide maintenance for the right to terminate this Agreement as of Software for the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC period following the coverage of such termination specifically referencing this Paragraph, not later than Support Fee. The pricing during any such annual term shall be the same as that during the prior term unless CodeNotary has given Licensee written notice of a pricing increase at least thirty (30) days after SESAC notifies LICENSEE before the end of such change(s)prior term, in which case the pricing increase shall be effective upon renewal and thereafter. For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below Any such pricing increase shall not be considered exceed seven percent (7%) of the pricing for the relevant Support Fees in the immediately prior annual term, unless the pricing in such prior term was designated as promotional or one-time. c. Additional features not originally included in Software are not covered unless the Licensee has paid the annual Support Fee. d. CodeNotary will invoice Licensee for the License Fee and any Support Fees in advance and, unless otherwise stated in a change to Schedule “A.”purchase order, invoiced charges are due 30 days from the invoice date. C. Notwithstanding anything to the contrary contained in this Agreemente. The Fees do not include any taxes, SESAC shall have the rightlevies, duties or similar governmental assessments of any nature, including but not the obligation, limited to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receiptsvalue-added, sales, use, business use or other withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Licensee is responsible for paying all Taxes associated with its purchases hereunder. If CodeNotary has the legal obligation to pay or collect Taxes for which Licensee is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides CodeNotary with a valid tax which exemption certificate authorized by the appropriate taxing authority. For clarity, CodeNotary is solely responsible for taxes assessable against it based on the amount of SESAC's receipts from LICENSEEits income, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEEproperty and employees. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration 2.1. Unless agreed upon otherwise, any license rights granted to You in this License Agreement are subject to Your paying the license fee(s) as specified in the invoice provided by ISC or its authorized resellers or distributors. License fees shall be due and payable under the terms of this article 2 and shall not be dependent or contingent in any way upon the performance or completion of any separate, agreed upon support and/or maintenance services. 2.2. The license fees for the Commercial License and Standard OEM License must be fully paid up in advance by You to obtain any license rights. 2.3. For the Capacity Rental License, ISC shall in principle invoice You an advance on license fees up-front for each 12 month period on the basis the quantity of PDF files generated, modified, adapted, stamped, filled in, inspected or otherwise processed during the previous 12 month period. With regard to the initial 12 month period, the advance on license fees shall be determined on the basis of the rights granted herein, LICENSEE shall pay estimate provided by You to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) ISC in accordance with Schedule “A,” which is attached hereto article 1.2.4. above. After the initial 12 month period and incorporated herein. B. Notwithstanding anything for each following same term, ISC will evaluate the actual number of processed PDF files in order to the contrary contained in this Agreement, SESAC shall determine if You have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is pay additional license fees based on the actual number of processed PDF files during that 12 month period. If so, additional license fees will be invoiced to You. In case specific circumstances (e.g. development of a new product) cause You not to process PDF files or to do so in numbers not reflecting Your actual use of the Software, Parties agree that ISC shall be entitled to invoice You a reasonable additional licensee fee taking into consideration all relevant factors. 2.4. Any purchase order or other document You have transmitted shall not alter nor prevail over the terms of this License Agreement, unless explicitly accepted by ISC in writing. Unless otherwise agreed, all payments must be made in USD, as indicated by ISC or its authorized resellers or distributors on the invoice. The license fee is exclusive of all local, state, federal and foreign taxes, levies or duties of any nature and You are responsible for payments of all such taxes, excluding only US taxes on ISC’s income. If ISC or its authorized resellers or distributors have the legal obligation to pay or collect such taxes for which You are responsible pursuant to this section, the appropriate amount of SESAC's receipts from LICENSEEshall be invoiced to and paid by You unless You provide ISC or its authorized resellers or distributors with a valid tax exemption certificate authorized by the appropriate taxing authority. All invoices for the licensed Software will be delivered to You or sent via e- mail, then LICENSEE shall reimburse SESACat ISC’s discretion. Unless agreed upon otherwise or unless the invoice includes a longer payment term, You must pay all invoices within thirty (30) calendar days following the invoice date. Unless agreed upon otherwise, paid license fees are not refundable. Any arrears in payment will automatically cause You to be indebted to paying to ISC or its authorized resellers or distributors a late payment interest equal to 10% per year (or part of notification year) as well as a minimal compensation for administrative and other costs equal to LICENSEE therefor10% of arrears and will by operation of law suspend all your license rights under this License Agreement until all arrears, interests and administrative compensations have been paid. You shall be solely responsible for any such tax derived obtaining payment from receipts received from LICENSEEYour customers and may not delay your payment of license fees on the basis of Your customers’ non-payment. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal 2.5. You are not entitled to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau annul nor to request a refund of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greaterorders communicated to ISC.

License Fee. A. In consideration of the rights granted herein, LICENSEE Licensee shall pay to SESAC an annual a license fee for the License Areas at rates, in the manner, and on the dates set forth in Schedule III annexed hereto and made a part hereof (each, a the “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything ). Except as provided herein to the contrary contained or as set forth in this AgreementSchedule III, SESAC the License Fee payable for a particular License Area shall have be equal to Licensor’s actual, third party, out-of-pocket costs that accrue after the rightCommencement Date in occupying, upon notice maintaining and using the Premises in the related Lease (“Cost of Occupancy”) divided by the number of Licensor (including any subsidiary or affiliate, including Licensee) employees, agents, and/or representatives (collectively, “Licensor Personnel”) occupying the Premises multiplied by the number of Licensee employees, agents, and/or representatives (collectively, “Licensee Personnel”) occupying the related License Area; provided, however, (a) the License Fee as to LICENSEEany License Area shall not increase over the amount set forth on Schedule III hereof as a result of a decrease in the number of non-Licensee Personnel in the Premises, (b) Licensor shall not charge Licensee a higher Cost of Occupancy than it charges any other groups or departments within Licensor for occupancy costs in a Premises, (c) Licensor shall not include in the Cost of Occupancy for any License Area any expenses (other than normal rent payments under a Lease) in excess of $10,000 without Licensee’s prior written consent and (d) the Cost of Occupancy shall not include (i) costs occasioned by casualties or condemnation (including insurance deductibles), (ii) costs to make changes comply with any law applicable to Schedule “A.” In such eventthe Premises or the project in which the Premises are located on the Commencement Date, LICENSEE (iii) costs incurred in connection with the presence of any hazardous material, except to the extent caused by the release or emission of the hazardous material in question by Licensee Personnel, (iv) costs which could properly be capitalized under generally accepted accounting principles, except to the extent amortized over the useful life of the capital item in question, (v) costs due to Licensor’s default under a Lease or (vi) costs that exclusively benefit or apply to portions of the Premises other than the License Areas. Licensor, in its reasonable discretion, shall determine its Cost of Occupancy based on principles consistent with Generally Accepted Accounting Principles (GAAP) or other commercially reasonable standard consistent with accounting practices used in similar buildings the License Area is located in, with the concurrence of Licensee’s finance department. Licensee or its authorized representative shall have the right to terminate this Agreement inspect the books of Licensor, for the purpose of verifying the costs included in the Cost of Occupancy, and Licensor and Licensee shall work together reasonably and in good faith to equitably resolve any amounts that Licensee may question. The number of Licensor Personnel and Licensee Personnel occupying each License Area shall be determined in a fair, equitable and consistent manner as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC end of such termination specifically referencing each month during the term of this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this License Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration 2.1. Unless agreed upon otherwise, any license rights granted to You in this License Agreement are subject to You paying the license fee(s) as specified in a separate quotation or invoice provided by ISB or its authorized resellers or distributors. License fees shall be due and payable under the terms of this article 2 and shall not be dependent or contingent in any way upon the performance or completion of any separate, agreed upon support and/or maintenance services. 2.2. The license fees for the Commercial License and Standard OEM License must be fully paid up in advance by You to obtain any license rights. 2.3. For the Capacity Rental License, ISB shall in principle invoice You an advance on license fees up-front for each year on the basis of twelve times the quantity of PDF files generated, modified, adapted, stamped, filled in, inspected or otherwise processed during the month of the rights granted hereinprevious one year period in which You processed the largest number of PDF files. With regard to the initial calendar year, LICENSEE the advance on license fees shall pay be determined on the basis of the estimate provided by You to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) ISB in accordance with Schedule “A,” which is attached hereto article 1.2.4. above. After the initial calendar year and incorporated herein. B. Notwithstanding anything for each following year, ISB will evaluate the actual number of processed PDF files in order to the contrary contained in this Agreement, SESAC shall determine if You have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is pay additional license fees based on the actual number of processed PDF files during that year. If so, additional license fees will be invoiced to You. In case specific circumstances (e.g. development of a new product) cause You not to process PDF files or to do so numbers not reflecting Your actual use of the Software, Parties agree that ISB shall be entitled to invoice You a reasonable additional licensee fee taking into consideration all relevant factors. 2.4. Any purchase order or other document You have transmitted shall not alter nor prevail over the terms of this License Agreement, unless explicitly accepted by ISB in writing. Unless otherwise agreed, all payments must be made EURO, as indicated by ISB or its authorized resellers or distributors on its invoice. The license fee is exclusive of all local, state, federal and foreign taxes, levies or duties of any nature and You are responsible for payments of all such taxes, excluding only Belgian taxes on ISB’s income. If ISB or its authorized resellers or distributors have the legal obligation to pay or collect such taxes for which You are responsible pursuant to this section, the appropriate amount of SESAC's receipts from LICENSEEshall be invoiced to and paid by You unless You provide ISB or its authorized resellers or distributors with a valid tax exemption certificate authorized by the appropriate taxing authority. All invoices for the licensed Software will be delivered to You or sent via e- mail. Unless agreed upon otherwise or unless the invoice foresees a longer payment term, then LICENSEE shall reimburse SESAC, You must pay all invoices within thirty (30) calendar days following the invoice date. Unless agreed upon otherwise, paid license fees are not refundable. Any arrears in payment will automatically cause You to be indebted to paying to ISB or its authorized resellers or distributors a late payment interest equal to 10% per year (or part of notification year) as well as a minimal compensation for administrative and other costs equal to LICENSEE therefor, 10% of arrears and will by operation of law suspend all your license rights under this License Agreement. You shall be solely responsible for any such tax derived obtaining payment from receipts received from LICENSEEYour customers and may not delay your payment of license fees on the basis of Your customers’ non-payment. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal 2.5. You are not entitled to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau annul nor to request a refund of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greaterorders communicated to ISB.

License Fee. A. a. In consideration of the rights Rights granted herein, LICENSEE shall pay to SESAC an annual license fee fees (each, a the “License FeeFees”) for each calendar year during the Term (each, a “License Fee Period”) then in ef- fect in accordance with Schedule “A,” which is A attached hereto and incorporated hereinherein by this reference (the “Fee Schedule”). B. Notwithstanding anything b. Effective July 1 of each calendar year following the Effective Date, the amounts set forth on the License Fee Schedule will be increased by an amount (rounded to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(snearest dollar) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything equivalent to the contrary contained percentage increase in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(sConsumer Price Index—All Urban Consumers (CPI-U) as may be appropriate based on information obtained from such sourcespublished by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent April and the preceding April or five percent (5%), whichever amount is greater. D. c. In the event that SESAC is determined by any the taxing authority or court courts of any state, territory or possession in which LICENSEE conducts its operations to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's ’s receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for LICENSEE’s pro rata share of any such tax derived from receipts received from LICENSEE. E. Effective d. SESAC shall have the right to impose a late payment charge of one and one-half percent (1.5%) per month for any License Fee payment that is more than thirty (30) days past due. SESAC shall have the right to impose any additional charge of $35.00 for each January 1 following dishonored check or other form of payment. In the Effective Dateevent that SESAC incurs any expenses in connection with the collection of any amounts past due to SESAC hereunder, the rates set forth in the Fee Schedule including but not limited to reasonable attorney’s fees and outside collection agency costs, then LICENSEE shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greaterresponsible for reimbursing SESAC for such expenses.

License Fee. A. In consideration During the Term of the rights granted hereinthis Agreement, LICENSEE Licensee shall pay to SESAC an annual Licensor: (a) A license fee in the aggregate amount specified in subpara- graphs (eachi) and (ii) below, a as may be increased by the Addi- tional License Fee calculated pursuant to subparagraph (iii) below (the “License Fee”) for ). The License Fee shall be due in advance on the first day of each calendar year month during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in of this Agreement, SESAC and shall have be payable at the rightoffice of Licen- sor or such other place as the Licensor may designate by giving notice thereof to Licensee, without setoff or deduc- tion whatsoever. Licensee shall pay the first monthly install- ment of the License Fee upon notice the execution of this Agreement. The License Fee for any partial months during the Term shall be prorated. The License Fee shall consist of the following amounts: (i) the amount of Dollars ($0,000.00) per month with respect to LICENSEEthe FOC; and (ii) Consumer Price Index: The License Fee currently speci- fied to be paid by Licensee pursuant to subparagraph (i) above at the time, from time to make changes time, of each calculation hereunder (the “Base License Fee”), shall be used as a basis to Schedule calculate the “A.Additional License Fee” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For times and in the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates manner set forth in this subparagraph (ii) and as a result thereof, Licensee shall pay the Additional License Fee Schedule shall be increased by an amount equal to as hereinafter provided: A. For the percent increase in the Consumer Price Index – All Urban Consumers purposes of this subparagraph (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%ii), whichever amount is greater.the follow- ing definitions shall apply:

License Fee. A. In consideration 2.1. Unless agreed upon otherwise, any license rights granted to You in this License Agreement are subject to Your paying the license fee(s) as specified in the invoice provided by ISC or its authorized resellers or distributors. License fees shall be due and payable under the terms of this article 2 and shall not be dependent or contingent in any way upon the performance or completion of any separate, agreed upon support and/or maintenance services. 2.2. The license fees for the Commercial License and Standard OEM License must be fully paid up in advance by You to obtain any license rights. 2.3. For the Capacity Rental License, ISC shall in principle invoice You an advance on license fees up-front for each 12 month period on the basis the quantity of PDF files generated, modified, adapted, stamped, filled in, inspected or otherwise processed during the previous 12 month period. With regard to the initial 12 month period, the advance on license fees shall be determined on the basis of the rights granted herein, LICENSEE shall pay estimate provided by You to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) ISC in accordance with Schedule “A,” which is attached hereto article 1.2.4. above. After the initial 12 month period and incorporated herein. B. Notwithstanding anything for each following same term, ISC will evaluate the actual number of processed PDF files in order to the contrary contained in this Agreement, SESAC shall determine if You have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is pay additional license fees based on the actual number of processed PDF files during that 12 month period. If so, additional license fees will be invoiced to You. In case specific circumstances (e.g. development of a new product) cause You not to process PDF files or to do so in numbers not reflecting Your actual use of the Software, Parties agree that ISC shall be entitled to invoice You a reasonable additional licensee fee taking into consideration all relevant factors. 2.4. Any purchase order or other document You have transmitted shall not alter nor prevail over the terms of this License Agreement, unless explicitly accepted by ISC in writing. Unless otherwise agreed, all payments must be made in USD, as indicated by ISC or its authorized resellers or distributors on the invoice. The license fee is exclusive of all local, state, federal and foreign taxes, levies or duties of any nature and You are responsible for payments of all such taxes, excluding only US taxes on ISC’s income. If ISC or its authorized resellers or distributors have the legal obligation to pay or collect such taxes for which You are responsible pursuant to this section, the appropriate amount of SESAC's receipts from LICENSEEshall be invoiced to and paid by You unless You provide ISC or its authorized resellers or distributors with a valid tax exemption certificate authorized by the appropriate taxing authority. All invoices for the licensed Software will be delivered to You or sent via e-mail, then LICENSEE shall reimburse SESACat ISC’s discretion. Unless agreed upon otherwise or unless the invoice includes a longer payment term, You must pay all invoices within thirty (30) calendar days following the invoice date. Unless agreed upon otherwise, paid license fees are not refundable. Any arrears in payment will automatically cause You to be indebted to paying to ISC or its authorized resellers or distributors a late payment interest equal to 10% per year (or part of notification year) as well as a minimal compensation for administrative and other costs equal to LICENSEE therefor10% of arrears and will by operation of law suspend all your license rights under this License Agreement until all arrears, interests and administrative compensations have been paid. You shall be solely responsible for any such tax derived obtaining payment from receipts received from LICENSEEYour customers and may not delay your payment of license fees on the basis of Your customers’ non-payment. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal 2.5. You are not entitled to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau annul nor to request a refund of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greaterorders communicated to ISC.

License Fee. A. In consideration of the rights granted hereinherein granted, for each calendar month during the Term, LICENSEE shall pay to SESAC an annual a license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) calculated in accordance with Schedule “A,” which is attached hereto and incorporated herein.the following: B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s(i) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance 2021 calendar year, the License Fee shall equal the greater of: (a) One Dollar and Sixty- Six cents ($1.66) (the “Monthly Per Subscriber Fee”) multiplied by the number of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule Authorized Establishments during such month and (b) Fifty-Five Dollars and Thirteen cents ($55.13) (the “A.Minimum Monthly Fee”); and C. Notwithstanding anything to the contrary contained in this Agreement, (ii) SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” increase the Monthly Per Subscriber Fee and SESAC may adjust the License Fee(s) Minimum Monthly Fee effective as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following during each calendar year during the Effective Date, Term thereafter by the rates set forth in the Fee Schedule shall be increased by an amount equal to greater of: (a) five percent (5%) and (b) the percent increase in the Consumer Price Index – - All Urban Consumers (CPI- CPI-U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent October. B. Within thirty (5%)30) days following each calendar quarter during the Term, whichever amount is greaterLICENSEE will submit to SESAC the following: (1) a report setting forth the number of Authorized Establishments, and the name and address of each such Authorized Establishment, as of the first and last day of each calendar month during such calendar quarter (each, a “License Fee Report”) and (2) an aggregate License Fee which shall equal the sum of the License Fees calculated for each calendar month during such quarter. The number of Authorized Establishments during a calendar month shall be deemed to be the average number of Authorized Establishments reported for such month. LICENSEE shall pay all License Fees and submit all License Fee Reports for the period from the Effective Date through the last day of the calendar month when any termination of this Agreement becomes effective.

License Fee. A. In consideration The fees payable by CDI to Buck for the use of the rights granted hereinExclusive and Non-Exclusive Space, LICENSEE shall Shared Equipment and incidental use of the Facility are as follows: (a) For providing the set up and environmental health and safety training as required in Section 5.a, CD, will pay to SESAC an annual license fee $1,500.00 on the date of the first Monthly Installment (eachas defined below) hereunder is due ("initial Fee") (b) For providing the Exclusive and Non-Exclusive Space, a “License Fee”Equipment, inclusive of all costs of associated with utilities, the heating, ventilation, janitorial and general maintenance services for such space, CDI will pay monthly installments of $15,000.00 (Monthly Installments) for on the first day of each calendar year month during the initial Term, starting with the Effective Date of this Agreement and continuing on the same day of the subsequent months until the initial Term (each, a “License Fee Period”) is complete and/or terminated in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC the option to expand is determined exercised by any taxing authority or court CDI pursuant to be liable for the payment of a gross receiptsAgreement, sales, use, business use or other tax which is based on the Monthly Installment will increase in accordance with the type and amount of SESAC's receipts from LICENSEE, then LICENSEE space added and shall reimburse SESAC, within thirty (30) days be prorated if applicable. The License Fee payable hereunder will be increased on each anniversary of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, Date by the rates set forth greater of (i) Three Percent (3%) from the Monthly Installment immediately in effect prior to such increase; and;(ii) the Fee Schedule shall be increased product of (A) the Monthly Installment immediately in effect prior to such increase by an amount equal to (B) the percent increase percentage change in the Consumer Price Index – All Urban Consumers (CPI- Uas defined below) over the 12 month period immediately preceding the date of adjustment; provided, however, that in no event shall the Monthly Installment be increased by more than Five Percent (5%) of the Monthly Installment due immediately prior to the date of adjustment. As used herein "Consumer Price Index" shall mean the index distributed by the Bureau of Labor Statistics for the Consolidated Metropolitan Statistical Area covering San Francisco, Oakland, and San Jose, California, and commonly referred to as "The Bay Area Consumer Price Index. If the Consumer Price Index shall be discontinued, the index published by the Bureau of Labor Statistics, U.S. United States Department of Labor, between entitled "Consumer Price Index, All Urban Consumers, All Items (1982-84=100)" shall be substituted in lieu thereof. As condition precedent to CDI's right to extend the most recent October Term, CDI shall deliver written notice of its intent to exercise such right not less than 60 days prior to the expiration of the initial Term. In the event the Term commences on other than the first day of a month or ends on other than the last day of a month, the Monthly Installments shall be prorated based upon the actual number of days of the Term during such month. All terms herein other than the Monthly Installment shall remain the same during the extended Term. (c) CDI is granted access to core services at the Buck Institute that are available to all users at the Buck Institute throughout the Term. Such access to core services is subject to availability and must be scheduled through the preceding October core director or five percent (5%), whichever amount is greatertechnician. Buck will invoice CDI for core service uses and CDI will pay for the core services separate and apart from the Monthly Installments.

License Fee. A. In consideration of the grant of rights granted herein, LICENSEE shall pay to SESAC an annual license fee License Fee in accordance with SESAC's Fee Schedule of Annual Performance License Fees for Hotels, Motels, and Resorts (each"Fee Schedule") then in effect, the current version of which is set forth in Schedule “B” attached hereto and incorporated herein by this reference. B. Upon the execution of this Agreement, LICENSEE shall complete and return the License Fee Report Form attached as Schedule “A” to SESAC along with the License Fee as determined thereunder. The initial License Fee payment shall be a “pro-rated amount calculated using the then current License Fee”Fee rate(s) from the Effective Date through the end of the current billing period, as selected below. Subsequent payments shall be made in accordance with one of the following billing periods (select one - if no box is selected, LICENSEE shall be billed annually): (i) annually in one payment, on or before the first day of January, for the billing period of January 1 through December 31 of each calendar year of the Term; (ii) semiannually in two (2) equal installments on or before January 1, for the billing period of January 1 through June 30; and on or before July 1, for the billing period of July 1 through December 31 of each calendar year of the Term; C. On or before October 1 of each calendar year during the Term (eachTerm, in the event that a “License change in the factors relating to the Premises as set forth in the Fee Period”) Schedule results in accordance with a change in fee, LICENSEE shall submit an updated Schedule “A,” which is attached hereto to SESAC and incorporated hereinthe License Fee for the next calendar year shall be adjusted accordingly. SESAC retains the right to obtain these figures through independent sources and make appropriate adjustments to the License Fee upon notice to LICENSEE. B. D. Notwithstanding anything to the contrary contained in this the Agreement, upon sending of written notice to LICENSEE by certified mail, SESAC shall have the right, upon notice right to adjust the rates set forth in the Fee Schedule. In the event that LICENSEE, ’s License Fee increases as a result of such adjustment to make changes to Schedule “A.” In such eventthe Fee Schedule, LICENSEE shall have the right to terminate this the Agreement as of the date such change(s) are increase is to take effect, provided that LICENSEE gives SESAC written notice to SESAC of such termination specifically referencing this Paragraphby certified mail, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.thirty

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual license fee (each, a “License Fee”) for each calendar year during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may may, after thirty (30) days’ notice to LICENSEE and provision to LICENSEE of the information upon which the proposed fee adjustment is predicated in whole or in part, adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE; provided, however, LICENSEE is a body corporate and politic under the laws of the State of Texas and claims exemption from sales and use taxes under Texas Tax Code Xxx. § 151.309, as amended, and the services and materials subject hereof are being secured for use by LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- CPI-U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual a license fee (each, a “License Fee”) for each calendar year semi-annual period during the Term (each, a “License Fee Period”) in accordance with Schedule “A,” which is attached hereto and incorporated herein. B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right, but not the obligation, to verify through independent sources any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's ’s receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index – All Urban Consumers (CPI- CPI-U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent (5%), whichever amount is greater.

License Fee. A. In 4.1 As consideration for Airport Operator providing access to the Airport for the Licensee to install and maintain the Combined Furnishings and as consideration for Airport Operator appointing the Licensee as its exclusive supplier of the rights granted hereinProgram, LICENSEE commencing in the month during which Licensee’s Furnishing known as the SecureTray System® “SecureTray” is first deployed at all security lanes at the Airport’s Security Checkpoints “Deployment Date”, Licensee shall pay to SESAC an annual license Airport Operator a monthly fee of fifteen percent (each15%) of Gross Revenues, a as defined below, “License Fee”) for each calendar year during ” collected by Licensee from third parties from the Term (each, a “sale of Media. 4.2 The License Fee Period”) shall be due and payable to Airport Operator on or before the 15th day of the month following the month in accordance with Schedule “A,” which is attached hereto the Gross Revenues were collected by Licensee, and incorporated hereinshall be accompanied by a report, signed by an authorized representative of the Licensee, setting forth in reasonable detail the basis for the relevant License Fee. B. Notwithstanding anything to the contrary contained in 4.3 For purposes of this Agreement, SESAC shall have “Gross Revenue” means all payment amounts received by Licensee from third parties for the right, upon notice to LICENSEE, to make changes to Schedule “A.” In such event, LICENSEE shall have the right to terminate this Agreement as sale and/or placement of the date such change(s) are to take effect, provided that LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later than thirty (30) days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt, annual rate adjustments made Media at Security Checkpoints pursuant to Paragraph 3.E below shall not be considered a change to Schedule “A.” C. Notwithstanding anything to the contrary contained in terms of this Agreement, SESAC shall have LESS: (i) commissions paid by Licensee to any advertising agency not to exceed fifteen percent (15%) of the rightaggregate amount received from third parties for such Media during the applicable payment period, but unless prior approval in writing is received from Airport Operator provided such agency is not a subsidiary of Licensee; (ii) the obligation, to verify through independent sources amount of any information required to be reported by LICENSEE pursuant to Schedule “A,” and SESAC may adjust the License Fee(s) as may be appropriate based on information obtained from such sources. D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, services, gross receipts, but no income taxes, or occupational taxes imposed, levied or paid in conjunction with Licensee’s business use or other tax which is based on operations at the Airport as described herein; (iii) the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification to LICENSEE therefor, for any such other tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date, the rates set forth in the Fee Schedule shall that may be increased by an amount equal authorized or established subsequent to the percent increase in execution of this Agreement and imposed on the Consumer Price Index – All Urban Consumers transactions contemplated herein; (CPI- Uiv) as published the amount of any discount or deduction representing quantity purchases and/or incentives; and (v) copy placed by Licensee on behalf of any approved strategic partner of Licensee including but not limited to Microban/Xxxx.; and (vi) Licensee’s production and design costs of Media and any other content or materials related to the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October Combined Furnishings provided herein and the preceding October or five percent (5%), whichever amount is greaterpaid to independent providers.