Common use of Provision of Services Clause in Contracts

Provision of Services. 3.1 Each Schedule attached to and made a part of this Agreement describes the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each (a) Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule attached to A and made a part of this Agreement describes the services to be provided by Service Provider to the Company, such other Services as amended may from time to time by written agreement be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Parties Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the "Services"). The Parties have made parties, the Services shall be performed by SEACOR for ERA in a good faith effort manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to and the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to Company provide services to SEACOR. In the best of its ability at all times and event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to a standard that would reasonably be expected of it by a professionalERA, independent person or body. 3.4 Without prejudice SEACOR shall have no obligation to clause 3.3, provide the Services pursuant to this Agreement to the extent that Service Provider is unable to perform any part such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in accordance with this Agreementthe event that SEACOR procures such services from a third party, it shall advise Company as soon as reasonably practicable. In additionSEACOR may, Service Provider shallin its sole discretion, opt to the extent possible, advise Company of a timetable for it permit ERA to be able a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to resume full performance be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the Services in accordance with terms and conditions of this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedSection 2.1(d). 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each (a) Commencing immediately after the Distribution, Nuance shall, and shall cause the applicable members of the Nuance Group to, (i) provide, or otherwise make available, to Cerence Subsidiary and the applicable members of the SpinCo Group the Services set forth in Schedule attached to A and made a part of this Agreement describes the services to be provided by Service Provider to the Company(ii) pay, perform, discharge and satisfy, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort and when due, its and their respective obligations as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into Recipients under this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to in each case in accordance with the terms of this Agreement. (b) Commencing immediately after the Distribution, Service Provider undertakes to Cerence Subsidiary shall, and shall provide cause the applicable members of the SpinCo Group to, (i) provide, or otherwise make available, to Nuance and the applicable members of the Nuance Group the Services to Company to the best of set forth in Schedule B and (ii) pay, perform, discharge and satisfy, as and when due, its ability at all times and to a standard that would reasonably be expected of it by a professionaltheir respective obligations as Service Recipients under this Agreement, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in each case in accordance with the terms of this Agreement, it shall advise Company as soon as reasonably practicable. In addition, . (c) Each Service Recipient and its respective Service Provider shall, to shall cooperate in good faith with each other in connection with the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services hereunder. Each of Nuance and Cerence Subsidiary agrees to appoint an employee representative (each such representative, a “Service Coordinator”) who will have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of Nuance and Cerence Subsidiary, respectively. Initially, the Service Coordinators will be the individuals set forth on Schedule E. Either Party may change its designated Service Coordinator at any time upon notice given to the other Party in accordance with Section 10.12. The Service Coordinators will consult and coordinate with each other on a regular basis, and no less frequently than monthly, during the term of this Agreement. (d) The Service Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services will remain at all times, and be deemed to be, employees or representatives solely of the Service Provider (or its Affiliates or Sub-Contractors) responsible for providing such Services for all purposes, and not to be deemed employees or representatives of the Service Recipient. The Service Provider (or its Affiliates or Sub-Contractors) will be solely responsible for payment of (i) all compensation, (ii) all income, disability, withholding and other employment taxes and (iii) all medical benefit premiums, vacation pay, sick pay and other employee benefits payable to or with respect to personnel who perform Services on behalf of such Service Provider. All such personnel will be under the sole direction, control and supervision of the Service Provider and the Service Provider has the sole right to exercise all authority with respect to the employment, substitution, termination, assignment and compensation of such personnel. (e) The Service Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates or engage the services of other professionals, consultants or other third parties (each, a “Sub-Contractor”) in connection with the performance of the Services; provided, however, that (i) the Service Provider shall remain ultimately responsible for ensuring that its obligations with respect to the nature, scope, quality and other aspects of the Services are satisfied with respect to any Services provided by any such Affiliate or Sub-Contractor and shall be liable for any failure of a Sub-Contractor to so satisfy such obligations (or if a Sub-Contractor otherwise breaches any provision hereof) and (ii) such Sub-Contractor agrees in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 10.05 of this Agreement. Except as agreed by the Parties in Schedule A or Schedule B or otherwise in writing, and subject to Section 2.01(g), any costs associated with engaging the services of an Affiliate of the Service Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Service Recipient under this Agreement, and the steps it Service Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses. (f) Subject to the provisions of this Section 2.01, the Services shall be performed in substantially the same manner, scope, time frame, skill, care, nature and quality, with the same care, and to the same extent and service level as such Services (or substantially similar services) were provided to the SpinCo Business or the Nuance Business, as applicable, immediately prior to the Distribution Date, unless the Services are being provided by a Sub-Contractor who is taking also providing the same services to the Service Provider or a member of such Service Provider’s Group, in which case the Services shall be performed for the Service Recipient in the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as they are being performed for the Service Provider or such member of such Service Provider’s Group, as applicable. If the Service Provider has not provided such Services (or substantially similar services) immediately prior to the Distribution Date and such Services are not being performed by a Sub-Contractor who is also providing the same services to such Service Provider’s Group, then the Services shall be performed in a competent and professional manner consistent with industry standards. The Services shall be used solely for the operation of the SpinCo Business or the Nuance Business, as applicable (including any natural evolutions thereof), for substantially the same purpose as used by the applicable Service Recipient immediately prior to the date of this Agreement. (g) The Parties acknowledge that regardthe Service Provider may make changes from time to time in the manner of performing Services (including in respect of those Services provided by a Sub-Contractor) if the Service Provider is making similar changes in performing the same or substantially similar Services for itself or other members of its Group; provided, however, that, unless expressly contemplated in Schedule A or Schedule B, such changes shall not affect the Cost of Services for such Service payable by the Service Recipient under this Agreement or decrease the manner, scope, time frame, nature, quality or level of the Services provided to the Service Recipient, except (i) upon prior written approval of the Service Recipient and (ii) any actual and reasonable increase to the Service Provider in the cost of providing a Service may be charged to the Service Recipient on a pass-through basis to the extent such actual and reasonable increase is applied on a non-discriminatory basis as compared to the Service Provider’s Group. (h) Nothing in this Agreement shall be deemed to require the provision of any Service by any Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) to any Service Recipient if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Service Provider or any other member of its Group is a party or otherwise, unless and until, subject to Section 2.01(h)(ii), such Consent has been obtained. (i) The Service Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person that may be necessary for the performance of the Service Provider’s obligations pursuant to this Agreement. Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Service Recipient, and the Service Recipient shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents. (ii) In the event that the Consent of any Person, if required in order for the Service Provider to provide Services, is not obtained reasonably promptly after the Distribution Date, the Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider Recipient and the Staff Parties shall be entitled to provide similar services as the Services to any other legal entity, provided that cooperate in doing so the operation of the Company is not unreasonably prejudiced and devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Service Provider shall provide the Services in such alternative manner and the Service Recipient shall pay for such Services based on the alternative Cost of Services. (iii) The Services shall not include, and no Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) shall be obligated to provide, any service the provision of which to a Service Recipient following the Distribution would constitute a violation of any Law. In addition, notwithstanding anything to the Company contrary herein, the Service Provider (and the Affiliates and Sub-Contractors of the Service Provider) will not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the applicable Service Recipient. (iv) To the extent that any third-party proprietor of information or software to be disclosed or made available to any Service Recipient in connection with performance of the Services hereunder requires a specific form of non-disclosure agreement as a condition to its Consent to use the same for the benefit of the Service Recipient, or to permit the Service Recipient access to such information or software, the Service Recipient shall, as a condition to the receipt of such portion of the Services, execute (and shall cause its employees and Affiliates to execute, if required) any such form. (i) If a Service Provider determines that it is necessary or appropriate to temporarily suspend a Service due to scheduled or emergency maintenance, modification, repairs, alterations or replacements (any such event, a “Shutdown”), Service Provider shall use commercially reasonable efforts to provide Service Recipient with reasonable prior notice of such Shutdown (including information regarding the nature and the projected length of such Shutdown), unless it is not materially adversely affectedreasonably practicable under the circumstances to provide such prior notice, and thereafter such Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient to minimize any impact on the Services caused by such Shutdown. (j) The Parties acknowledge that there may be unanticipated temporary interruptions in the provision of a Service, in each case for a period of less than forty-eight (48) hours (any such event, an “Interruption”). Service Provider shall use commercially reasonable efforts to provide Service Recipient with notice of such Interruption as soon as possible (including information regarding the nature and the projected length of such Interruption), and thereafter such Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient to minimize any impact on the Services caused by such Interruption. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and shall not be excused from performance if it fails to use commercially reasonable efforts to remedy the Staff, to perform services similar or identical to situation causing such Interruption. (k) In the Services; provided that in doing so event the ability obligations of Service Provider to perform provide any part of the Services Service shall be suspended in accordance with Section 2.01(i) or Section 2.01(j), Service Provider and its Affiliates shall not have any liability whatsoever to Service Recipient arising out of or resulting from such suspension of Service Provider’s provision of such Service, except to the extent resulting from a breach by Service Provider of any agreement or covenant required to be performed or complied with by Service Provider pursuant to Section 2.01(i) or Section 2.01(j) (but subject to the other limitations on liability set forth in this Agreement is not materially adversely affectedAgreement). (l) Neither Party nor any of their respective Affiliates shall have any obligation to purchase, upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by such Party or such Party’s Affiliates, or to provide any support or maintenance services for any computer hardware, software or network environment that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently used by such Party or such Party’s Affiliates.

Provision of Services. 3.1 Each (a) This Agreement shall become effective upon the occurrence of the Contribution Closing (as defined in the Separation Agreement). Subject to the terms and provisions of this Agreement, Xxxx Foods shall provide WhiteWave with the services set forth on Schedule attached A hereto (collectively, the “Xxxx Foods Initial Services”) and WhiteWave shall provide Xxxx Foods with the services set forth on Schedule B hereto (collectively with the Xxxx Foods Initial Services, the “Initial Services”). A party providing any Service is referred to herein in such capacity as the “Provider” and made a party receiving any Service is referred to herein in such capacity as the “Recipient.” (b) From time to time during the term of this Agreement, the parties may by written mutual written agreement identify additional services that the Provider will provide to the Recipient in accordance with the terms of this Agreement (the “Additional Services” and, together with the Initial Services, the “Services”). If the parties agree to add any Additional Services, the parties will amend Schedule A or Schedule B, as applicable, for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service, the term during which such Service will be provided, the Cost, if any, for such Service and any other provisions applicable thereto. In order to become a part of this Agreement describes the services to be provided by Service Provider Agreement, such amendment to the Companyapplicable Schedule must be executed by a duly authorized representative of each party, as amended from at which time such Additional Service will, together with the Initial Services, be deemed to time by written agreement of constitute “Services” for the Parties (the "Services"). The Parties have made a good faith effort as of the date purposes hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or be subject to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into and conditions of this Agreement. The Parties parties may, but will create not be required to, agree on Additional Services during the term of this Agreement. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, neither party will have any obligation to agree to provide Additional Services. (c) Except as expressly contemplated in the Schedules, the Provider will not be obligated to perform or to cause to be performed any Service in a volume or quantity that exceeds on an annualized basis 110% of the historical volumes or quantities of Services performed by it or its Affiliates for the business of the Recipient during calendar year 2012 to date, without reference to the transactions contemplated by the Separation Agreement. Nothing in this Agreement will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. (d) Each party will use commercially reasonable efforts to assist and cooperate with one another in the timely and orderly performance of the Services. The Recipient acknowledges that some Services to be provided under this Agreement require instructions and information from the Recipient, which the Recipient will provide to the Provider sufficiently in advance in order to enable the Provider to procure such Services in a timely manner. The Provider will not be liable for any delays resulting from or caused by the Recipient’s failure to provide such instructions or information in a timely manner. (e) The parties shall cooperate and use good faith, commercially reasonable efforts to obtain any consents, additional Schedules licenses or approvals from third-party hardware and software vendors, support and maintenance providers, outsourcing service providers, and other third parties that are required to enable the Provider to perform the Services, and the Recipient to receive the benefit of the Services. The Recipient shall bear the costs of obtaining any such required consents. In the event that the parties are unable to obtain any such third-party consent, the parties shall work together to agree upon a commercially reasonable alternative arrangement. The Recipient shall bear the costs of implementing any such alternative arrangement. (f) Nothing in this Agreement will prevent the Provider from using its Affiliates, contractors or other Persons (any such Person providing any Service hereunder, a “Representative”) to perform all or any part of a Service hereunder. The Provider will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms, including any obligations it performs through its Representatives, and the Provider will be solely responsible for payments due any such Representatives. (g) The Provider will provide each Service until the initial termination date for such Service specified in the applicable Schedule (the “Initial Service Term”). During the Initial Service Term of any Service, the parties, by written mutual agreement, may agree to extend the Initial Service Term of such Service (an “Extension Service Term”) or shorten the Initial Service Term of such service (a “Shortened Service Term”). If the parties agree to any Extension Service Term or Shortened Service Term, as applicable, the parties will amend Schedule A or Schedule B, as applicable, to reflect the Extension Service Term or Shortened Service Term, as applicable, setting forth the identities of the Provider and the Recipient, a description of such ServicesService, the Fees duration of the Extension Service Term or Shortened Service Term, as applicable, the cost, if any, for such Services Service during the Extension Service Term or Shortened Service Term, as applicable, and any other provisions applicable terms. 3.3 Subject thereto. In order to the terms become a part of this Agreement, Service Provider undertakes to and shall provide the Services to Company such amendment to the best of its ability at all times and to a standard that would reasonably applicable Schedule must be expected of it executed by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, duly authorized representative of each party. Notwithstanding anything to the extent that Service Provider is unable to perform any part of contrary in the Services foregoing or anywhere else in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, neither party will have any obligation to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entityExtension Service Term or Shortened Service Term, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affectedas applicable.

Provision of Services. 3.1 Each Schedule attached (a) On the terms and subject to the conditions contained herein, IAC agrees with Match, that it shall provide, or shall cause its Subsidiaries and made Affiliates (other than Match and its Subsidiaries) and its or their respective employees designated by IAC (such designated Subsidiaries, Affiliates and employees, together with IAC, being herein collectively referred to as the “IAC Service Providers”) to provide, to Match (or a part member of this Agreement describes the Match Group designated by Match) the services (“IAC Services”) listed on the Schedule of Services attached hereto (the “Services Schedule”) as being performed by IAC. Subject to be provided by Service Provider Section 3.01, any decisions as to the Company, as amended from time to time by written agreement which of the Parties IAC Service Providers (including the "Services"). The Parties have decisions to use third parties) shall provide the IAC Services shall be made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or by IAC in its sole discretion, except to the extent specified in the Services Schedule. Each IAC Service shall be provided in exchange for the consideration set forth with respect to such IAC Service on the Services Schedule or as IAC and Match may otherwise agree in writing. Each IAC Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on the Services Schedule. (b) On the terms and subject to the conditions contained herein, Match agrees with IAC that any Schedule is incompleteit shall provide, or shall cause its Subsidiaries and Affiliates (other than IAC and its non-Match Group Subsidiaries) and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with Match, being herein collectively referred to as the “Match Service Providers” and together with the IAC Service Providers, the Parties will use good faith efforts “Service Providers”) to modify provide, to IAC (or a member of the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those casesIAC Group designated by IAC), as applicable, the specific terms described in services (“Match Services”) listed on the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this AgreementSchedule as being performed by Match. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to Section 3.01, any decisions as to which of the terms of this Agreement, Match Service Provider undertakes Providers (including the decisions to and use third parties) shall provide the Match Services to Company to the best of shall be made by Match in its ability at all times and to a standard that would reasonably be expected of it by a professionalsole discretion, independent person or body. 3.4 Without prejudice to clause 3.3, except to the extent that Service Provider is unable to perform any part of specified in the Services Schedule. Each Match Service shall be provided in exchange for the consideration set forth with respect to such Service on the Services Schedule or as Match and IAC may otherwise agree in writing. Each Match Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on the Services Schedule. (c) As used in this Services Agreement, it the term “Receiving Party” shall advise Company as soon as reasonably practicable. In addition, mean the Party receiving (or the Party whose Subsidiary is receiving) the applicable Services from a Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedProvider. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each Schedule attached (a) On the terms and subject to and made a part the conditions set forth in this Agreement, from the date of this Agreement describes until the services expiration of the applicable Term (as defined below) or as otherwise agreed to by the Parties, the Service Provider shall provide, or cause to be provided by Service Provider pursuant to Section 1.2, to the CompanyService Recipient the services set forth in Schedule A hereto (each, as amended from time to time by written agreement a “Service”) in accordance with Section 2.1. A description of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description Term of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service is set forth in Schedule A. The Service Provider undertakes agrees to and shall provide the Services adhere to Company any conditions or policies applicable to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part delivery of the Services as set forth in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and or in Schedule A hereto, or as mutually agreed to by the steps it is taking Parties in that regard. writing. (b) During the Term (as defined below), the Service Provider shall notify consider any reasonable requests of the Company to Service Recipient for the extent there is likely to be provision of additional transition services, including the expansion of the scope of any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree existing Services, that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so are reasonably necessary for the operation of the Company is not unreasonably prejudiced to provide the continued administration of the Sellers’ bankruptcy estates and the provision of Company’s remaining assets (the Services to “Additional Services”). If the Company is not materially adversely affected. The Parties further acknowledge Parties, acting reasonably and in good faith, mutually agree that such Additional Services shall be provided, the Company may retain any individual or legal entityParties hereto shall mutually agree, other than acting reasonably and in good faith, on the terms upon which the Service Provider and the Staff, to perform services similar or identical to the would provide such Additional Services; provided that, the Service Charge (as defined below) of such Additional Services shall be based on Costs incurred by the applicable Seller with respect to such Additional Services prior to the Closing Date or as may be mutually agreed by both parties. In the event that in doing so any such Additional Services are mutually agreed among the ability of Parties, the Parties will enter into an amendment to this Agreement amending Schedule A to reflect such Additional Services. (c) The Service Provider shall provide, and the Service Recipient shall receive, each Service to perform any part be provided by the Service Provider for such period as is specified for such Service in Schedule A (each such period, a “Term”). The Term for each Service may be extended or shortened by written mutual agreement of the Services Parties; provided that the Service Recipient for each Service may, in accordance its sole discretion, terminate such Service at any time prior to the expiration of the applicable Term by providing thirty (30) days’ written notice to the Service Provider with this Agreement is not materially adversely affectedrespect to such Service.

Provision of Services. 3.1 Each Schedule attached (a) Provider agrees to and made a part of this Agreement describes provide, or cause its Third Party Providers to provide, the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "“Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules ”) (i) set forth on Exhibit A attached hereto that (as such exhibit may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject be amended or supplemented pursuant to the terms of this Agreement, Service the “Services Exhibit”); and (ii) the Provider undertakes to and shall provide deliverable items (the Services to Company to “Deliverables”) set forth on Exhibit B attached hereto the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3(“Deliverables Exhibit”), to the extent that Service Provider is unable Recipient for the periods and on the other terms and conditions set forth in this Agreement and in the Services Exhibit and the Deliverables Exhibit. The Services Exhibit and/or the Deliverables Exhibit may be revised from time to perform any part time upon mutual written agreement of the Parties. (b) Notwithstanding the contents of the Services Exhibit, Provider agrees to respond in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services good faith to any other legal entity, provided reasonable written (including electronic) request by the Recipient for access to any additional services that in doing so are necessary for the operation of the Company ProBiora3 Business which are not currently contemplated in the Services Exhibit, at a price to be mutually agreed upon in writing after good faith negotiations between the Parties. In the event that the Recipient requests an additional service that is not unreasonably prejudiced necessary for the Recipient to continue to conduct the ProBiora3 Business in substantially the same manner as conducted prior to the Closing, Provider shall use commercially reasonable efforts to provide such service to the Recipient; provided that Provider has sufficient personnel to provide such additional service, such additional service is of a type that Provider used in connection with its conduct of the ProBiora3 Business prior to the Effective Date, and the provision of such service does not affect the conduct and operations of Provider’s other businesses. Any such additional services so provided by Provider shall constitute Services under this Agreement and shall be subject in all respects to the provisions of this Agreement as if fully set forth in the Services Exhibit as of the date hereof. (c) The Parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own internal organization or to obtain alternate third-party sources to provide the Services, but in any event, this Agreement shall terminate on the End Date (as defined below). (d) Subject to Section 2.3 (Extension of Services), Section 2.4 (Terminated Services), and Section 3.4 (Force Majeure), the obligations of Provider under this Agreement to provide the Services shall terminate on the earlier of (i) the date that is ninety (90) days following the Effective Date, or (ii) the termination of this Agreement by Recipient upon five (5) days prior written notice (the “End Date”). All data, test results, calculations, reports, and other documents gathered, prepared or created from or for the Recipient as a Service by Provider hereunder (the “Work Product”) shall be owned exclusively by the Recipient, and Provider shall retain no copyright or other intellectual property interest in such Work Product, except as may be required to perform the Services hereunder. At the Recipient’s request, any such Work Product in the possession of Provider shall be delivered to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affectedRecipient.

Provision of Services. 3.1 Each Schedule attached to Provision of the Services The Service Provider shall provide: the Implementation Services from (and made a part including) the Implementation Services Commencement Date; and the Operational Services in each case from (and including) the relevant Operational Service Commencement Date. The Service Provider shall ensure that the Services: comply in all respects with the Specification; and are supplied in accordance with the provisions of this Agreement describes Contract; and where: the services Operational Services to be provided from any Operational Service Commencement Date are similar to services that the Purchaser was receiving immediately prior to that Operational Service Commencement Date (such similar services being “Preceding Services”); and the standard and level of service received by the Purchaser in respect of any of the Preceding Services in the twelve (12) month period immediately prior to that Operational Service Commencement Date have been disclosed to the Service Provider in the Due Diligence Information (such preceding services being “Relevant Preceding Services”), the Operational Services to be provided from the relevant Operational Service Commencement Date that are similar to the CompanyRelevant Preceding Services are in each case provided to a standard and level of service which is at least as good as the standard and level of service received by the Purchaser in respect of the Relevant Preceding Services in the twelve (12) month period immediately prior to the relevant Operational Service Commencement Date. Where, as amended from time to time by written agreement part of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees Service Provider is to sell goods or equipment (“Goods”) to the Purchaser: the relevant Goods and their prices shall be as set out in [insert description of catalogue or include list in Schedules]; the Service Provider shall supply and, where relevant, install the Goods in accordance with the relevant specification; the Service Provider shall ensure that the Goods are free from material defects in design, materials and workmanship and remain so for twelve (12) months after delivery; if following inspection or testing the Purchaser considers that the Goods do not conform with the relevant specification, the Purchaser shall inform the Service Provider and the Service Provider shall immediately take such remedial action as is necessary to ensure compliance; and without prejudice to any other rights or remedies of the Purchaser: risk in the Goods shall pass to the Purchaser at the time of delivery; and ownership of the Goods shall pass to the Purchaser at the time of payment. The Service Provider must perform its obligations under this Agreement, including in relation to the supply of the Services and any other Goods: in accordance with all applicable terms. 3.3 Subject Law; in accordance with Good Industry Practice; in accordance with the Specification and the Service Levels; to the terms satisfaction of this Agreement, the Purchaser acting reasonably; and 4.1 to 5. The Service Provider undertakes to and shall provide must deliver the Services to Company using efficient business processes and ways of working having regard to the best Purchaser’s obligation to ensure value for money. The Service Provider acknowledges that the Purchaser relies on the skill, care, diligence and judgment of the Service Provider in the supply of the Services and the performance of its ability obligations under this Contract. Guidance note: These are general requirements for the provision of services. The Contract assumes that Implementation Services will be provided from the Implementation Services Commencement Date and that Operational Services will be provided from the relevant Operational Service Commencement Date. There may be more than one Operational Service Commencement Date. Service Provider Obligations The Service Provider shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of provide the Services in accordance with this AgreementContract; obtain, and maintain throughout the Term, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: the release of any new Software or upgrade to any Software complies with the interface requirements in the Specification and (except in relation to new Software or upgrades which are released to address Malicious Software) shall advise Company notify the Purchaser as soon as reasonably practicable. In additionpractical before the release of any new Software or upgrade; all Software including upgrades, updates and new releases used by or on behalf of the Service Provider shall, to the extent possible, advise Company are currently supported versions of a timetable for it to be able to resume full performance of the Services that Software and perform in all material respects in accordance with the relevant specification; it shall minimise any disruption to the Services, the Purchaser’s System, the Service Provider’s System and/or the Purchaser's operations when carrying out its obligations under this Agreement Contract; ensure that any documentation and training provided by the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from Purchaser are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the timetable proposed. 3.5 The Parties acknowledge Related Service Providers and agree that Service Provider provide reasonable information, advice and the Staff shall be entitled to provide similar services as assistance in connection with the Services to any other legal entityRelated Service Providers to enable such Related Service Providers to create and maintain technical or organisational interfaces with the Services and, provided that in doing so on the operation expiry or termination of this Contract for any reason, to enable the timely transition of the Company Services (or any of them) to the Purchaser and/or to any Replacement Service Provider; to the extent it is not unreasonably prejudiced legally able to do so, hold on trust for the sole benefit of the Purchaser, all warranties and indemnities provided by third parties or any Sub-contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Purchaser may notify from time to time to the Service Provider; unless it is unable to do so, assign to the Purchaser on the Purchaser’s written request and at the cost of the Service Provider any such warranties and/or indemnities as are referred to in clause 21.1.3 (f); provide the Purchaser with such assistance as the Purchaser may reasonably require during the Term in respect of the supply of the Services; and gather, collate and provide such information and co-operation as the Purchaser may reasonably request for the purposes of ascertaining the Service Provider’s compliance with its obligations under this Contract. An obligation on the Service Provider to do, or to refrain from doing, any act or thing shall include an obligation upon the Service Provider to procure that all Service Provider Representatives also do, or refrain from doing, such act or thing. Deliverables and Milestones The Service Provider must provide the Services, including any Deliverables: at the date(s), time(s) and location(s) required by the Purchaser; and in good time to meet any Milestones required by the Purchaser, all in accordance with the terms of this Contract. The Parties shall comply with the provisions of (Testing Procedures) in relation to this Contract and the testing of Deliverables. Risk and ownership in any Deliverables that are corporeal moveables and in any physical media in which any Deliverables are delivered vests in the Purchaser upon acceptance in accordance with the terms of (Testing Procedures). Without prejudice to clause 26 (Purchaser Cause), whether any defect or delay in relation to Deliverables is due to the Purchaser or not, the Service Provider shall deploy all additional resources to address the consequences of the default or delay. Where such default or delay is solely due to the Purchaser, any additional costs in respect of the said additional resources shall be agreed between the Parties both acting reasonably and where applicable in accordance with any daily rates set out in the Pricing Schedule. Guidance notes: This clause provides for the timely provision of the Services and the completion of Milestones and Deliverables as required by the Purchaser. There is no time of the essence clause allowing termination of the whole contract if there is lateness under a single order. Therefore the Specification and Service Levels (if applicable) should make clear the levels of failure that are deemed to be intolerable and justifying termination. Clauses 47 (Access to the Company is not materially adversely affectedPurchaser’s Premises) and 48 (Service Provider’s Equipment) regulate the Purchaser’s conduct when carrying out Services or other activities on the Purchaser’s premises. The Parties further acknowledge and agree that the Company may retain any individual or legal entityRegarding milestones, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services pricing should be performance based, which is then forfeited in accordance the event of failure to meet a milestone. Standards The Service Provider shall comply with the standards outlined in the Specification in performing its obligations under this Agreement Contract. The Service Provider shall discuss with the Purchaser any conflict that the Service Provider reasonably believes that there is not materially adversely affected.or will be between any such standards and any other obligation under this Contract, and shall comply with the Purchaser’s decision on the resolution of that conflict. Implementation

Provision of Services. 3.1 Each Schedule attached to and made a part of this Agreement describes the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern.4SIGHT will: 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall 3.1.1 provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with the Contract and with such skill and care as is generally acceptable within the telecommunications industry and, where maintenance and/or support Services are included, in accordance with any agreed Service Levels; or 3.1.2 where applicable, use its reasonable endeavours to ensure that the applicable Vendor provides the Vendor Services with reasonable skill and care and in accordance with the applicable Vendor SLA (if any). 3.2 Where a Vendor Service is partially or wholly unavailable, 4SIGHT shall use its reasonable endeavours to propose appropriate remedial alternatives and the costs for the same, which the Client shall at its discretion determine whether or not to request a Work Order for the remedial alternative, subject always to the Client paying the costs. 3.3 Any Vendor Service (including XaaS Services) will be provided strictly subject to the relevant Vendor’s standard terms and conditions copies of which will be made available to the Client via the Website or other Platform. 3.4 Where a Service has a Target Service Commencement Date, 4SIGHT will notify the Client in writing when it is ready to hand-over that Service to the Client. Where a Service does not have a Target Service Commencement Date (such as Professional Services) 4SIGHT shall inform the Client in writing when it is ready to commence performance of such Services. The following acceptance clauses shall apply where Acceptance Tests apply to a Service (as detailed in the applicable Work Order (or Service Document if applicable): 3.4.1 The Client shall have the Acceptance Test Period in which to carry out the Acceptance Tests. The Client shall sign 4SIGHT’s standard acceptance test certificate upon the successful passing of the Acceptance Tests and promptly return it to 4SIGHT. 3.4.2 In the event that the Services do not pass the Acceptance Tests, the Client shall serve written notice to this Agreementeffect on 4SIGHT. In the event that the Client has not: either (i) signed and returned the acceptance test certificate or (ii) served notice that the Services have failed to pass the Acceptance Tests, it by the expiry of the Acceptance Test Period, the Client shall advise Company be deemed to have signed the acceptance test certificate upon expiry of the Acceptance Test Period. If the Client has served notice that the Services have failed to pass the Acceptance Tests before the expiry of the Acceptance Test Period then 4SIGHT shall remedy any defect in the Services as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement possible and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of re-submit the Services to the Company Client for Acceptance Testing. 3.4.3 4SIGHT, or its Vendor, shall have the right, but not the obligation, to be present during the carrying out of the Acceptance Tests and to that end, the Client shall provide 4SIGHT with not less than two (2) Business Days’ notice of the carrying out of the Acceptance Tests. 3.5 Where 4SIGHT agrees to delay the Service Commencement Date following the Client’s request, or the Target Service Commencement Date is not materially adversely affectedmet as a result of the Client’s delay or failure to fulfil its obligations under the Contract, the Fixed Charges for that Service shall be payable from the Target Service Commencement Date for that Service, unless otherwise agreed in writing by the Parties. The Parties further acknowledge and Nothing in this clause shall oblige 4SIGHT to agree to any delayed handover of the Services. 3.6 4SIGHT shall use all reasonable endeavours to (or procure that the Company may retain Vendor shall) meet any individual or legal entityperformance dates for the Services specified in the Work Order, other than Service Provider and but any such dates shall be estimates only, unless otherwise agreed in writing by the Staff, Parties. 3.7 4SIGHT will have the right to perform services similar or identical make such changes to the Services; Services as are reasonably necessary to comply with any applicable Vendor’s instructions, any applicable statutory, regulatory or safety or technical/operational requirement, provided that such changes do not materially affect the nature or quality of the Services, and that 4SIGHT notifies the Client in doing so writing prior to such changes taking effect. 3.8 With respect to any Services which include support and maintenance services, unless otherwise agreed in writing by 4SIGHT, such Services do not include services relating to or required as a result of any of the ability following, and 4SIGHTwill be entitled to make additional charges for any such services as required from time to time: 3.8.1 the Client's installation of Service Provider any new hardware or software onto the Client Equipment not supplied or approved by 4SIGHT; 3.8.2 the Client's own maintenance, repair, substitution or replacement of any Client Equipment; 3.8.3 support in respect of any third party hardware or software application, whether or not connected to perform the Client Equipment, that is not supplied or approved by 4SIGHT; 3.8.4 the addition of any third party hardware or software to the Client Equipment without 4SIGHT's agreement in writing; 3.8.5 failure of the Client to maintain the necessary environmental conditions for the operation of Client Equipment; 3.8.6 failure of the Client to comply with 4SIGHT's reasonable prior written recommendations relating to the use of the Client Equipment; or 3.8.7 any support or maintenance undertaken to the Client Equipment by persons not authorised or approved by 4SIGHT. 3.9 Testing and acceptance criteria and procedure will be agreed in writing by the Parties in the applicable Work Order as part of the Services Specification. 3.10 Time will not be of the essence in accordance with this Agreement is not materially adversely affectedrelation to the Contract, and any Work Order thereunder.

Provision of Services. 3.1 Each Schedule (a) Commencing on the Distribution Date and continuing throughout the Term, ADP shall provide to the Dealer Group the services set forth on the Supplements attached hereto (collectively, the “Services”) upon the terms and conditions set forth herein and in the applicable Supplement. Unless specifically set forth elsewhere herein to and made a part of the contrary, this Agreement describes does not apply to the services to be provided by Service Provider ADP Group to Dealer Group pursuant to any Ancillary Agreements. If, after the Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms execution of this Agreement, Service Provider undertakes the Parties reasonably determine that a service (i) that was provided by the ADP Group to the Dealer Group prior to the Distribution Date and (ii) such service is reasonably necessary to the conduct the Services after the Distribution Date, was unintentionally omitted from the Supplements, then ADP shall provide such additional service (with such service becoming a Service for purposes of this Agreement), it being agreed by the Parties that the charges for such additional Services shall be their actual cost to Company to the best of its ability at all times and to a standard that would reasonably be expected of it ADP if provided by a professional, independent person third party or bodyat the hourly rate set forth in the applicable Supplement. 3.4 Without prejudice to clause 3.3, to (b) Disaster recovery services as specified in the extent that Service Provider is unable to perform any part of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedapplicable Supplement. 3.5 The (c) For avoidance of doubt, the Parties acknowledge and agree that Service Provider and this Agreement is non-exclusive. Dealer shall not be prohibited by this Agreement from obtaining services during the Staff shall be entitled Term that are identical or substantially similar to (or in lieu of) the Services from sources other than ADP. For avoidance of doubt, (i) Dealer may only utilize ADP-approved third parties to provide similar any such services as the Services to at any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced Data Centers and any such services must be coordinated with and approved in advance by ADP, and (ii) there will be no reduction in the provision Fees in the event that Dealer utilizes a third party to provide any of the Services. (d) ADP shall, and shall cause any Third Party performing Services to, perform the Services: (i) at least at the same level of accuracy, quality, completeness, timeliness, responsiveness and professionalism as was provided prior to the Distribution (except to the extent otherwise provided in a Supplement). ADP will provide anti-virus protection for the Services to the Company is not materially adversely affectedextent specified in the applicable Supplement. The Parties further acknowledge ADP shall promptly and agree that the Company may retain prospectively correct any individual errors or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that omissions in doing so the ability of Service Provider to perform any part of the Services of which it becomes aware. (e) All Third Party Service Providers of ADP with access to Dealer Confidential Information must agree to be bound by a non-disclosure agreement with ADP that includes protection for Dealer Confidential Information consistent with the obligations under this Agreement. ADP will be liable for actions/omissions of Third Party Services Providers to the same degree as it would have been under the Agreement if ADP itself had so acted or failed to act. Any Third Party Service Provider engaged by ADP in accordance support of the Services after the Effective Date shall be subject to the same level of due diligence and background inquiries that ADP applies to the selection of Third Party Service Providers engaged by ADP for provisions of services similar to the Services to ADP itself. ADP shall, subject to resource availability, provide Dealer Group with this Agreement is not materially adversely affectedreasonable assistance, at no additional charge or expense (other than any amounts in addition to the Fees required to be paid to Third Party Service Providers by ADP in connection with such assistance, which amounts shall be the sole responsibility of Dealer), in the Transition of the Services described in Supplement 2 hereto to a third party provider upon Dealer’s request.

Provision of Services. 3.1 Each Schedule attached 2.1 In consideration of and subject to the payment by the Customer of the Price, FACE- Ed shall use reasonable endeavours to commence the supply of the Services with the Customer within 1 working day of the Start Date and made during the Term. The Customer shall pay the Price in accordance with the terms and the time periods set out in the Summary of the Agreement (and specifically in the Quote/Order Form and clause 4.2 below). 2.2 FACE-Ed hereby grants the Customer a part non-exclusive, non-transferable, licence for the Term of this Agreement describes the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify access the Services from time to time. In that case or solely to the extent that any Schedule is incompletenecessary for the Customer to use them to manage recruitment campaigns and track applicants through to offer stage, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to on the terms of this Agreement. Notwithstanding the licence granted, Service Provider undertakes FACE-Ed reserves the right to restrict or prevent access to any functions that allow access to critical server or system resources outside of those necessary to operate the Services. The licence does not include the right to directly modify the Services, functions thereof or any of FACE-Ed’s directories or databases. This Agreement is for a single licence for each School listed on the Quote/Order Form and shall provide or in the Agreement. Accordingly, it is a breach of copyright and of this Agreement for the Customer to disclose or make available to any person or organisation (other than Employees) any hosting services internet addresses or passwords or otherwise to share access to the Services with any other person or organisation. If such rights are required the Customer must apply to Company FACE-Ed in advance and FACE-Ed may in its sole discretion, grant an extension of the licence to such third parties on terms to be agreed. FACE-Ed reserves the right to carry out investigations at the Customer’s premises to monitor compliance with the provisions of this clause 2.2. The Customer hereby authorises FACE- Ed or its representatives to access its premises and records for such a purpose during the Term of the Agreement. 2.3 The Services will be provided through a centrally hosted system from data centre(s) within the UK, and operated on servers chosen by FACE-Ed. The Services will be operated on the server systems operated by or on behalf of FACE-Ed. The Customer will be given access to the best of its ability at all times and Services via a public domain (Internet) as set out below. FACE-Ed will use reasonable endeavours to a standard ensure that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services are operating in accordance with this the specification of the Service as defined in the Summary of your Agreement. FACE-Ed shall also provide the Customer with: (i) an administrative logon ID to access and use the Services; (ii) any other reasonable information required by the Customer to connect to and use the Services purchased. 2.4 FACE-Ed may at its discretion modify or change the Services upon prior reasonable notice to the Customer, it shall advise Company as soon as reasonably practicablebut the Services provided will aim to fufill the same objectives. 2.5 The parties may from time to time agree that further software applications or services offered by FACE-Ed or one of the FEPS Group of Companies, should be supplied to the Customer. In additionthese cases, Service Provider shalla new Quote/Order Form shall be agreed and an Agreement completed by the parties and this will form an additional contract subject to its own Terms and Conditions. 2.6 If the Customer cancels or reschedules delivery of any Services that involves attendance by representatives of FACE-Ed at the Customer’s premises without giving 7 days prior written notice, FACE-Ed reserves the right to charge for such Services in full as listed on the extent possible, advise Company of a timetable for it to be able to resume full performance of Quote/Order Form. 2.7 We will supply the Services in accordance with this Agreement and we will comply with all applicable laws and regulations (including the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedUK Bribery Act, Data Protection Act 2018 and applicable health and safety laws). 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each Schedule attached (a) On the terms and subject to the conditions contained herein, Expedia shall provide, or shall cause its Subsidiaries and made a part of this Agreement describes Affiliates and their respective employees designated by Expedia (such designated Subsidiaries, Affiliates and employees, together with Expedia, being herein collectively referred to as the “Expedia Service Providers”) to provide, to TripAdvisor, the services to be provided by Service Provider to (“Expedia Services”) listed on the Company, as amended from time to time by written agreement Schedule of Services agreed upon and exchanged between the Parties (the "Services"). The Parties have made a good faith effort as of on the date hereof (the “Services Schedule”) as being performed by Expedia. Subject to identify each Service and Section 3.01, any decisions as to complete the content which of the Schedules accurately. It is anticipated that Expedia Service Providers (including the Parties will modify decisions to use third parties) shall provide the Expedia Services from time to time. In that case or shall be made by Expedia in its sole discretion, except to the extent that any specified in the Services Schedule. Each Expedia Service shall be provided in exchange for the consideration set forth with respect to such Expedia Service on the Services Schedule is incompleteor as the Parties may otherwise agree in writing. Each Expedia Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on the Services Schedule. (b) On the terms and subject to the conditions contained herein, TripAdvisor shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with TripAdvisor, being herein collectively referred to as the “TripAdvisor Service Providers” and together with the Expedia Service Providers, the Parties will use good faith efforts “Service Providers”) to modify provide, to Expedia the Schedules. There are certain terms that are specifically addressed in services (“TripAdvisor Services” and together with the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Expedia Services, the Fees for such “Services”) listed on the Services and any other applicable terms. 3.3 Schedule as being performed by TripAdvisor. Subject to Section 3.01, any decisions as to which of the terms of this Agreement, TripAdvisor Service Provider undertakes Providers (including the decisions to and use third parties) shall provide the TripAdvisor Services to Company to the best of shall be made by TripAdvisor in its ability at all times and to a standard that would reasonably be expected of it by a professionalsole discretion, independent person or body. 3.4 Without prejudice to clause 3.3, except to the extent that Service Provider is unable to perform any part of specified on the Services Schedule. Each TripAdvisor Service shall be provided in exchange for the consideration set forth with respect to such Service on the Services Schedule or as the Parties may otherwise agree in writing. Each TripAdvisor Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on the Schedule. (c) As used in this Services Agreement, it the term “Receiving Party” shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to mean the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedParty receiving Services. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each Schedule attached (a) Commencing on the Distribution, Provider agrees to and made a part of this Agreement describes provide the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "“Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed ”) set forth in the Schedules schedules attached hereto that (such schedules may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject be amended or supplemented pursuant to the terms of this Agreement, collectively the “Service Provider undertakes Schedules”) to Recipient, for the respective periods and shall provide on the Services to Company to the best of its ability at all times other terms and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services conditions set forth in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking Service Schedules. (b) Notwithstanding the contents of the Service Schedules, Provider agrees to respond in good faith to any reasonable request by Recipient for access to any additional services that regardare necessary for the operation of the Firearm Business and/or the Outdoor Products and Accessories Business, as applicable, following the Distribution that are not currently contemplated in the Service Schedules, at a price to be agreed upon after good faith negotiations between the parties. Service Any such additional services so provided by Provider shall notify the Company constitute Services under this Agreement and be subject in all respects to the extent there is likely to be any deviation from provisions of this Agreement as if fully set forth on the timetable proposedService Schedules as of the date hereof. 3.5 (c) The Parties parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own internal organization or to obtain alternate third-party sources to provide the Services. (d) In providing the Services, Provider shall not be obligated to (i) purchase, lease, or license any additional equipment or software unless any additional costs to Provider are reimbursed by Recipient, (ii) create or supply any documentation or information not currently existing or available through minimal efforts of Provider, (iii) pay any costs related to the transfer or conversion of data to Recipient or any alternate supplier of the Services, or (iv) enter into additional contracts with third parties or change the scope of current agreements with third parties unless any additional costs to Provider are reimbursed by Recipient. (e) Subject to Section 3.3, Section 3.4, and Section 4.5, the obligations of Provider under this Agreement to provide Services shall terminate with respect to each Service upon the earlier of (i) August 24, 2022, or (ii) the termination of the applicable service period specified in the Service Schedule (each, an “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that Recipient may determine from time to time that it does not require all the Services set forth on the Service Schedules or that it does not require such Services for the entire period up to the applicable End Date. Accordingly, Recipient may terminate any Service, in whole or in part, upon thirty (30) days’ advance written notice to Provider. In no event shall Provider and the Staff shall be entitled obligated to provide similar services as the Services to any other legal entity, provided that Recipient after the End Date unless Provider otherwise agrees in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services writing to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, such an extension pursuant to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affectedSection 3.3.

Provision of Services. 3.1 Each Schedule attached (a) Commencing on the Distribution, Provider agrees to and made a part of this Agreement describes provide the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "“Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed ”) set forth in the Schedules schedules attached hereto that (such schedules may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject be amended or supplemented pursuant to the terms of this Agreement, collectively the “Service Provider undertakes Schedules”) to Recipient, for the respective periods and shall provide on the Services to Company to the best of its ability at all times other terms and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services conditions set forth in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking Service Schedules. (b) Notwithstanding the contents of the Service Schedules, Provider agrees to respond in good faith to any reasonable request by Recipient for access to any additional services that regardare necessary for the operation of the Firearm Business and/or the Outdoor Products and Accessories Business, as applicable, following the Distribution that are not currently contemplated in the Service Schedules, at a price to be agreed upon after good faith negotiations between the parties. Service Any such additional services so provided by Provider shall notify the Company constitute Services under this Agreement and be subject in all respects to the extent there is likely to be any deviation from provisions of this Agreement as if fully set forth on the timetable proposedService Schedules as of the date hereof. 3.5 (c) The Parties parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own internal organization or to obtain alternate third-party sources to provide the Services. (d) In providing the Services, Provider shall not be obligated to (i) purchase, lease, or license any additional equipment or software unless any additional costs to Provider are reimbursed by Recipient, (ii) create or supply any documentation or information not currently existing or available through minimal efforts of Provider, (iii) pay any costs related to the transfer or conversion of data to Recipient or any alternate supplier of the Services, or (iv) enter into additional contracts with third parties or change the scope of current agreements with third parties unless any additional costs to Provider are reimbursed by Recipient. (e) Subject to Section 3.3, Section 3.4, and Section 4.5, the obligations of Provider under this Agreement to provide Services shall terminate with respect to each Service upon the earlier of (i) [●], 2022, or (ii) the termination of the applicable service period specified in the Service Schedule (each, an “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that Recipient may determine from time to time that it does not require all the Services set forth on the Service Schedules or that it does not require such Services for the entire period up to the applicable End Date. Accordingly, Recipient may terminate any Service, in whole or in part, upon thirty (30) days’ advance written notice to Provider. In no event shall Provider and the Staff shall be entitled obligated to provide similar services as the Services to any other legal entity, provided that Recipient after the End Date unless Provider otherwise agrees in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services writing to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, such an extension pursuant to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affectedSection 3.3.

Provision of Services. 3.1 Each Schedule attached to and made a part of this Agreement describes the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "“Services"”). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each Schedule attached to and made a part of this Agreement describes describe the services Services to be provided by Service Provider XL Services to the Company, as amended from time to time by written agreement of the Parties (the "Services")Parties. The Parties have made a good faith effort as of the date hereof to identify each Service the Services and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Servicesservices, the Fees for such Services services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider XL Services undertakes to and shall provide the Services to the Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider XL Services is unable to perform any part of the Services in accordance with this Agreement, it shall advise the Company as soon as reasonably practicable. In addition, Service Provider XL Services shall, to the extent possible, advise the Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider XL Services shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider XL Services and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider XL Services and the Staff, to perform services similar or identical to the Services; , provided that in doing so the ability of Service Provider XL Services to perform any part of the Services in accordance with this the Agreement is not materially adversely affected.

Provision of Services. 3.1 Each Schedule attached to (a) On the terms and made a part of this Agreement describes the services to be provided by Service Provider subject to the Companyconditions set forth herein, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort commencing as of the date hereof Effective Date, Meredith shall have the exclusive right to identify each Service provide, and to complete shall cause the content applicable members of the Schedules accurately. It is anticipated that the Parties will modify Mxxxxxxx Group and other parties providing services to Meredith (including Third- Party Service Providers), to provide to Service Recipient the Services from time set forth in Schedule A for the Magazine and its corresponding digital magazine editions. Schedule A may be updated to time. In that case add or to the extent that remove any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with this AgreementSection 2.02. (b) Service Recipient may, it shall advise Company as soon as reasonably practicable. In additionat its option, Service Provider shall, from time to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company time to the extent there is likely no additional cost to Meredith or its Affiliates, delegate any or all of its rights to receive one or more of the Services under this Agreement to any member of Service Recipient Group. Service Recipient shall be any deviation from responsible for the timetable proposedacts or omissions of Service Recipient Group. 3.5 (c) Meredith shall provide the Services using commercially reasonable efforts, and the Services shall be of a quality substantially similar to that which Meredith provides for its own internal use of services that are the same as or similar to the Services. Meredith agrees that the Services will meet the performance standards set forth on Schedule B. The Parties acknowledge and agree that Service Provider and Mxxxxxxx xxx make changes from time to time in the Staff shall be entitled to provide manner of performing Services if Meredith is making similar services as changes in performing the same or substantially similar Services to any for itself or other legal entity, provided that in doing so the operation members of the Company is not unreasonably prejudiced Mxxxxxxx Group. The foregoing shall include making changes to specific vendors, licensors, software, platforms and the provision of Third-Party Service Providers. The Parties will cooperate in good faith to remove the Services to the Company extent that a particular Service is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any no longer part of Meredith’s standard business practice for the Services in accordance Mxxxxxxx Group. In the event that any Service is removed pursuant to this Section 2.01(c), Meredith will provide transitional assistance with this Agreement is not materially adversely affectedrespect to any such removed Service as reasonably necessary.

Provision of Services. 3.1 Each Schedule attached (a) Subject to the terms and made a part conditions of this Agreement describes Agreement, NiSource Services shall provide, or cause to be provided, to the Columbia Parties, solely for the benefit of the Transferred Business in the ordinary course of business, the services described on Schedule A (the “Services”), the terms of which are incorporated herein by reference. No Columbia Party shall resell, subcontract, license, sublicense or otherwise transfer any of the Services to any Person whatsoever or permit use of any of the Services by any Person other than by the Columbia Parties directly in connection with the conduct of the Transferred Business in the ordinary course of business. NiSource Services shall exercise reasonable care to ensure that the manner in which it performs or provides the Services does not have any adverse effect on the name, trading image, goodwill or business of any Columbia Party. (b) Schedule A (Items 1.1 through 1.11) refers to various services to be provided by Service Provider International Business Machines Corporation (“IBM”). Notwithstanding anything to the Companycontrary contained herein, including in such Schedule, all such services will be provided solely by IBM, pursuant to, and subject to the terms and of conditions of, that certain Master Services Agreement, dated as of January 1, 2014, between IBM and NiSource Services (as amended from time to time in accordance with its terms) and NiSource Services’ sole obligation with respect to providing such services shall consist of being a party to such agreement. Schedule A (Item 2) refers to various services to be provided by written another vendor. Notwithstanding anything to the contrary contained herein, including in such Schedule, all such services will be provided solely by such vendor, pursuant to, and subject to the terms and of conditions of, the agreement of the Parties between such vendor and NiSource Services (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services amended from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services time in accordance with this Agreement, it its terms) and NiSource Services’ sole obligation with respect to providing such services shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, consist of being a party to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.such agreement

Provision of Services. 3.1 Each Schedule (a) In accordance with the terms and conditions of this Agreement, the Service Provider agrees to provide, or cause one of its Affiliates to provide, for the Recipient (i) the services set forth in Exhibit B attached to this Agreement, (ii) any other services that are not set forth in Exhibit B attached to this Agreement, but which the Service Provider and made a part of this Agreement describes the services Recipient mutually agree in writing are to be provided under this Agreement, and (iii) any modifications to a service provided pursuant to clause (i) or (ii) hereof, as the Service Provider and the Recipient may mutually agree in writing to be provided under this Agreement (collectively, the “Services”). The Service Provider will provide, or cause one of its Affiliates to provide, the Services for the time period and to the extent specified in Exhibit B attached to this Agreement, in a manner consistent with that provided, or obtained, by the Service Provider and its Affiliates in respect of the RHW Business prior to the Closing. The quantity and timing of delivery of each Service shall be that which the Recipient reasonably requires in connection with such Service for the operation of the RHW Business in the ordinary course of business, consistent with the operation of the RHW Business as conducted by the Group Companies immediately prior to the Closing Date. The Service Provider and its Affiliates shall perform the Services exercising the same degree of care and priority as they exercise in performing the same or similar Services for their own account. (b) The scope and amount of Services to be performed hereunder shall not be altered unless the Parties otherwise agree in writing. (c) The Parties acknowledge the transitional nature of the Services. Accordingly, following the execution of this Agreement, the Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own internal organization or to obtain reasonable alternate third-party sources to provide the Services. (d) In providing the Services, the Service Provider shall not be obligated to: (i) purchase, lease or license any additional equipment or (ii) provide any Services to the extent providing such Service would violate any Law or breach any agreement to which Service Provider or any of its subsidiaries is currently a party. (e) With respect to any access to software licensed by Service Provider to the Companyby any third party, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or Provider shall only provide support services for such software to the extent that any Schedule is incomplete, it receives support services from such third party for the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part benefit of the Services in accordance with this AgreementRecipient, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify not be responsible for the Company to the extent there is likely to be any deviation from the timetable proposedresponse times practiced by such third parties in providing such support. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affected.

Provision of Services. 3.1 Each Schedule attached (a) In connection with the operation of the Healthcare Business as continued by IHI after the Closing (the "Continued Business"), IHI shall engage Seller to perform and made a part of this Agreement describes provide, and Seller shall perform and provide to IHI, the services to be provided by Service Provider to described on the Company, as amended from time to time by written agreement Schedule of the Parties Services (the "Services"). The Parties Services shall be of substantially the same type and quality and at substantially the same relative levels of effort and response time as those that Seller has provided to the Healthcare Business at comparable times and periods during the twelve months immediately preceding the Closing Date. Seller shall make available to IHI the same protection and back-up systems as are available to Seller's own businesses. (b) In any instance in which provision of a Service to IHI requires consent of a third party, Seller shall provide such Service only upon receipt of such third party consent. Seller and IHI agree to cooperate in obtaining, and to use reasonable best efforts to obtain, any such consents. Seller shall have made no liability whatsoever to IHI in the event that a good faith effort as Service is not provided or is discontinued during the Term due to the absence of any such third party consent. (c) By no later than ninety (90) days prior to each anniversary of the date hereof Closing Date during the Term (as defined in Section 3), representatives of IHI and Seller shall meet to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to develop a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part written forecast of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to that IHI will request of Seller during the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedupcoming year. 3.5 The Parties acknowledge and agree that Service Provider and (d) Notwithstanding the Staff foregoing, (i) Seller shall not be entitled required to provide similar services as the incur any capital expenses in providing Services to any IHI, other legal entity, provided that in doing so the operation than expenses related to routine maintenance of the Company is not unreasonably prejudiced and systems necessary for the provision of comparable services to Seller for its own businesses, and (ii) nothing herein shall be construed as a representation or warranty by Seller that the Services to will be suitable or adequate for the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part conduct of the Services in accordance with this Agreement is not materially adversely affectedContinued Business by IHI.

Provision of Services. 3.1 Each Schedule attached to and made a part of this Agreement describes the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "Services"). 2.1 The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to recruit and appoint the appropriate Personnel to carry out in favour of the Beneficiary's customer the Tasks referred under the herein Agreement. 2.2 The Service Provider shall provide the perform its Services to Company according to the best of its ability at abilities. The liability for the timely and appropriate delivery of Personnel shall be entirely and exclusively borne by the Service Provider. The Service Provider accepts to be held liable by the Beneficiary's customer referred to under Section 1.1., to whom the Beneficiary assigned the right to exercise directly any and all times claims the Beneficiary might have against the Service Provider hereunder. The Beneficiary included in the service agreement concluded between the Beneficiary and its customer an appropriate language regarding the assignment to a standard that would reasonably be expected its customer of it by a professional, independent person or bodyany and all rights related to the aforesaid claims in Court and off Court. 3.4 Without prejudice to clause 3.3, 2.3 When any documents or any other goods related to the extent that Service Provider is unable to perform any part of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with under this Agreement and are in the steps it is taking Service Provider's possession in that regard. order to ensure the proper rendering of the Services, the Service Provider shall notify ensure that all the Company above items are stored and maintained under such conditions that the quality of the goods is not affected and the access of third parties to the extent there documents is likely closed unless otherwise required by the Beneficiary or directly by the Beneficiary's customer. The Beneficiary shall not have in possession any company documents or any other goods belonging to be any deviation from the timetable proposedService Provider or to the Beneficiary's customer. 3.5 The Parties acknowledge and agree that 2.4 At all times, the Beneficiary and/or its customer shall provide the Service Provider and with access to the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and information required for the provision of the Services and completion of the Tasks. More specifically, the Beneficiary and/or its customer shall provide the Service Provider with access to its staff and information required for the Company is not materially adversely affectedcompletion of the Tasks, in accordance with the provisions of this Agreement. The Parties further acknowledge Any delay, misconduct, non-performance or any other kind of non-compliance with the Beneficiary's obligation and/or with the obligation of the Beneficiary's customer as stipulated under the agreements between the Beneficiary and agree that the Company may retain any individual or legal entity, other than Service Provider and respectively between the StaffBeneficiary's customer and Beneficiary, to perform services similar or identical to render the Services; provided that in doing so the ability of Service Provider with access to perform any part information shall accordingly exonerate the Service Provider which have acted diligently from its obligations under this Agreement, until the Beneficiary and/or the Beneficiary's customer remedy/s the situation or when the contractual terms of the Services in accordance with this Agreement is not materially adversely affectedService Provider's obligations are re-assessed under the new circumstances.

Provision of Services. 3.1 Each Schedule attached (a) The party providing any services (the “Providing Party”) agrees to and made a part of this Agreement describes use commercially reasonable efforts to provide, or to cause its Affiliates to provide, the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of ) set forth on the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules exhibits attached hereto that (as such exhibits may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject be amended or supplemented pursuant to the terms of this Agreement, collectively, the "Service Provider undertakes Exhibits") to the party receiving the Services (the “Receiving Party”) for the respective periods and on the other terms and conditions set forth in this Agreement and in the respective Service Exhibits. As used throughout this Agreement and the Service Exhibits when describing the rights and obligations of the Providing Parties, the “Providing Parties” shall include the Providing Parties and their Affiliates. (b) Notwithstanding the contents of the Service Exhibits, the Providing Parties agree to respond in good faith to any reasonable request by the Receiving Parties for access to any additional services that are necessary for the operation of the Business and which are not currently contemplated in the Service Exhibits, at a price to be agreed upon after good faith negotiations between the parties. Unless otherwise agreed to by the Receiving Parties and the Providing Parties, any such additional services so provided by the Providing Parties shall constitute Services under this Agreement and be subject in all respect to the provisions of this Agreement as if fully set forth on a Service Exhibit as of the date hereof. (c) The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Receiving Parties agree to use best reasonable efforts to make a transition of each Service to its own internal organization or to obtain alternate third-party sources to provide the Services to Company to so that the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or bodyServices are transitioned no later than the respective expiration dates in the Service Exhibits. 3.4 Without prejudice to clause 3.3, (d) In the event and to the extent that Service Provider there is unable to perform any part an inconsistency between the terms of the Services in accordance with this AgreementAgreement and the Service Exhibits, it the Service Exhibits shall advise Company as soon as reasonably practicablegovern. In addition, Service Provider shall, the event and to the extent possible, advise Company that there is a conflict between the provisions of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps provisions of the Purchase Agreement as it is taking in that regard. Service Provider shall notify the Company relates to the extent there is likely to be any deviation from Services hereunder, the timetable proposedprovisions of this Agreement shall control. 3.5 (e) The Receiving Parties acknowledge and agree that Service Provider and its use of the Staff Providing Parties’ network and/or assets shall be entitled to provide similar services as governed by the Services to any other legal entityBroadvox Acceptable Use Policy, provided that in doing so the operation a copy of the Company which is not unreasonably prejudiced located at xxx.xxxxxxxx.xxx/xxxxx and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Agreement is not materially adversely affectedincorporated herein by reference.

Provision of Services. 3.1 Each Schedule attached (a) The Company shall provide to and made a part Seller each of this Agreement describes the services listed on Exhibit A (collectively, the "Transition Services"), and Seller shall provide to be provided by Service Provider the Company strategic support and related services in connection with the Company's marketing and advertising strategy and optometric co-management activities and the effective operational integration of future services to the Company's centers (the "Support Services" and, as amended from time to time by written agreement of together with the Parties (Transition Services, the "Services"). The Parties have made , in each case, for a good faith effort as period of sixty (60) days from the date hereof to identify each Service and to complete (the content of the Schedules accurately"Term"), terminable as provided herein. It is anticipated understood by the Parties that the Parties will modify quantity of Services to be provided under this Agreement shall be substantially consistent with the Services from time to time. In that case or recent historical provision of the applicable Service by the relevant Party to the extent other Party. The obligations of each Party to provide Services to the other Party shall terminate upon the expiration of the Term; provided, however, that if Seller requests, and the Company agrees (at its sole discretion), in writing, that the Company continue to provide any Schedule is incompleteof the Transition Services after the expiration of the Term, such Transition Services so provided by the Company shall continue to constitute Transition Services under this Agreement and shall be subject in all material respects to the provisions of this Agreement for the duration of the agreed upon extension period (except as otherwise agreed by the Parties will use good faith efforts to modify in writing in connection with the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall governgrant of any such extension). 3.2 The Parties may also identify additional Services that they wish (b) Each Party agrees to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services continue to assign reasonably sufficient resources and any other applicable terms. 3.3 Subject qualified personnel as are reasonably required to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to in a manner substantially consistent with the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the recent historical provision of the Services to the Company is not materially adversely affectedother Party. Without limiting the generality of the foregoing, each Party will use commercially reasonable efforts to ensure such personnel providing the applicable Service(s) to the other Party during the Term have at least reasonably comparable skill and experience to the personnel providing such Service(s) prior to the date hereof. The Parties further acknowledge and agree that the Company may retain not subcontract to a third party, or otherwise make arrangements for a third party to provide to Seller, any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Transition Services in accordance with this Agreement is not materially adversely affectedwithout the prior written consent of Seller.

Provision of Services. 3.1 Each Schedule attached (a) Commencing on the effective date of the MIPA, UPEXI agrees to and made a part of this Agreement describes provide the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "“Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed ”) set forth in the Schedules schedules attached hereto that (such schedules may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject be amended or supplemented pursuant to the terms of this AgreementAgreement from time to time, collectively the “Service Provider undertakes Schedule”) to BLMS, for the respective periods and shall provide on the Services to Company to the best of its ability at all times other terms and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services conditions set forth in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposedSchedules. 3.5 The Parties acknowledge and agree that (b) Notwithstanding the contents of the Service Provider and the Staff shall be entitled Schedules, UPEXI agrees to provide similar services as the Services respond in good faith to any other legal entity, provided reasonable request by BLMS for access to any additional services that in doing so are necessary for the operation of the Company is Business, as applicable, following the MIPA that are not unreasonably prejudiced currently contemplated in the Service Schedules, at a price to be agreed upon after good faith negotiations between the parties. Any such additional services so provided by UPEXI shall constitute Services under this Agreement and be subject in all respects to the provision provisions of this Agreement as if fully set forth on the Service Schedules as of the date hereof. (c) The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, XXXX agrees to use commercially reasonable efforts to make a transition of each Service to its own internal organization or to obtain alternate third-party sources to provide the Services. (d) In providing the Services, UPEXI shall not be obligated to (i) purchase, lease, or license any additional equipment or software unless any additional costs to UPEXI are reimbursed by BLMS, or (ii) enter into additional contracts with third parties or change the scope of current agreements with third parties unless any additional costs to UPEXI are reimbursed by BLMS. (e) Subject to Section 3.3, Section 3.4, and Section 4.5, the obligations of UPEXI under this Agreement to provide Services shall terminate with respect to each Service upon the Company is not materially adversely affectedearlier of (i) November 30, 2023, and (ii) the termination of the applicable service period specified in the Service Schedule (each, an “End Date”). The Parties further Notwithstanding the foregoing, the parties acknowledge and agree that BLMS may determine from time to time that it does not require all the Company may retain any individual Services set forth on the Service Schedules or legal entity, other than Service Provider and that it does not require such Services for the Staff, to perform services similar or identical entire period up to the Services; provided that applicable End Date. Accordingly, BLMS may terminate any Service, in doing so whole or in part, upon thirty (30) days’ advance written notice to UPEXI. In no event shall UPEXI be obligated to provide Services to BLMS after the ability of Service Provider End Date unless UPEXI otherwise agrees in writing to perform any part of the Services in accordance with this Agreement is not materially adversely affectedsuch an extension pursuant to Section 3.3.

Provision of Services. 3.1 Each Schedule attached to and made a part of this Agreement describes the services to be provided by Service Provider to the Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties Opus will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the Fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the extent possible, advise Company terms of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and all applicable Law and the steps it is taking in that regard. Service Provider shall notify Proposer on behalf of itself and the Company Entity confers all necessary powers and authorities on Opus to the extent there is likely to be any deviation from the timetable proposedcarry out its obligations. 3.5 3.2 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services is conditional upon Opus receiving: 3.2.1 from the Proposer or the Entity, the annual fee as set out in the Engagement Letter, pro-rated for the initial calendar year together with such amount as determined by Opus to cover one year’s Expenses (as such term is defined in the Engagement Letter) for the Entity or such other amount as Opus shall determine in its absolute discretion; and 3.2.2 such satisfactory professional, bank or other references, proof of client identification and address verification and evidence of the source of the funds or such other information with respect to the Company Proposer, the Entity and/or any other person as Opus shall in its sole discretion requires. It is not materially adversely affected. specifically noted by the Proposer that Opus is required to obtain, verify and continually monitor such information. 3.3 The Parties further acknowledge Proposer acknowledges that this is a non-exclusive agreement and agree more particularly that Opus is in the Company may retain any individual business of providing support and services identical or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided . Opus shall be at liberty to provide support and services of an identical or similar nature to the Services and any other services to any other person, firm, company or other body without being under any obligation to account for any profit arising thereby or inform the Proposer or Entity that Opus is providing such services. 3.4 Opus may at any time in doing its sole discretion act or omit to act in relation to the Services (upon so advising Proposer and the ability Entity if Opus deems it appropriate) and Opus shall not be liable to the Proposer, the Entity or any other person or entity for such exercise of Service Provider its discretion. 3.5 Opus may in its discretion accept from the Proposer either directly or indirectly (or from any person nominated in writing by the Proposer) advice, recommendations and requests for action which it believes to perform be genuine, whether received orally or in written form (including electronically or by facsimile). Such advice, recommendations and requests for action shall be given to the Client Director. If any part such advice, recommendations or requests for action are given otherwise than in writing then as soon as is reasonably possible such communication shall be sent to a Client Director in written form. 3.6 Where the Proposer is constituted by two or more persons then Opus may accept instructions from any of the persons unless otherwise agreed in writing between the Parties. 3.7 Opus’s provision of the Services shall commence on such date as set out in accordance with this Agreement is not materially adversely affectedthe Engagement Letter or as otherwise agreed in writing between it and the Proposer.