Common use of Term and Termination of Agreement Clause in Contracts

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s Representatives’ reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b1(B), if exercised, may be cancelled at any time prior to the Second Final Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange NASDAQ Capital Market shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the ExchangeNASDAQ Capital, by such Exchange the NASDAQ Capita Market or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 8 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances for such expenses previously paid which as of by the date hereof is $70,000 (Company to the “Advances”)Representative, then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the AdvancesAdvance, the Underwriters will return to the Company (in accordance with FINRA Rule 5110(f)(2)(C)) that portion of the Advances Advance not offset by actual expensesactual, accountable expenses incurred. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The This Agreement and the Commitments shall continue for an initial term of 364 days from the date of this Agreement will commence upon Agreement, unless terminated earlier in accordance herewith, and may, at the execution discretion of the Banks, be renewed for successive terms of 364 days as hereinafter provided. The Operations Agent, on behalf of the Banks, shall notify the Borrower Agents in writing not less than forty-five (45) days prior to the expiration of any such term (an "EXPIRATION DATE") whether or not all of the Banks are willing to renew the Commitments hereunder, and, if not, shall provide a list of the Banks which are willing to renew their respective Commitments hereunder and the amount of such Commitments (each a "RENEWAL NOTICE"). In the event that all, or any portion, of the Banks are willing to renew their respective Commitments hereunder, then with the concurrence of the Borrowers, this Agreement and will the Commitments so renewed shall continue for an additional term of 364 days, unless terminated earlier in accordance herewith, with such modifications hereto as may be required to evidence any change in the actual amount of Commitments being renewed. If the Operations Agent does not furnish a Renewal Notice to the Borrower Agents at least 45 days prior to any Expiration Date as aforesaid, the Commitments and the Banks' obligations to make Loans hereunder shall terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate on such Expiration Date and this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, shall terminate and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if of no further force and effect except for (i) the Company shall have failed, refused obligations of the Borrowers to pay any and all of their obligations incurred hereunder or been unable, at or prior to such Closing Date, to perform any agreement in respect hereof (including the payment of the entire unpaid principal of and accrued interest on its part to be performed hereunderthe Loans and the payment in full of all fees and expenses provided for herein), (ii) any other condition the indemnification obligations of the Underwriters’ obligations Borrowers hereunder is not fulfilledwith respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, the Borrowers prior to the Expiration Date, and (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order rights of the Commission or any other governmental authorityBorrowers pursuant to Section 5.01(c) hereof to be reimbursed costs, (v) a banking moratorium shall have been declared if any, recovered by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this AgreementBanks.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First or Second Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled by the Representative at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such the applicable Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 [●] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the UnderwritersUnderwriters up to a maximum of $75,000. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. 12.1 This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The term of Trust may cause this Agreement will commence to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the execution affirmative vote of this Agreement and will terminate upon the consummation a majority of the final Closing outstanding voting securities of the OfferingFund; provided the Underwriters shall have the right to or (b) The Adviser may at any time terminate this Agreement by giving not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Company Sub-Adviser; or (c) The Sub-Adviser may at any time at terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or prior mailed by registered mail, postage prepaid, to the First Closing Date, and Adviser; or (d) This Agreement shall automatically terminate two years from the option referred to in Section 1(b), if exercised, may be cancelled date of its execution unless its renewal is specifically approved at any time prior to the Second Closing Date, if least annually thereafter by (i) a majority vote of the Company shall have failedTrustees, refused including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or been unablethe Sub-Adviser, at a meeting called for the purpose of voting on such approval; or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition the vote of a majority of the Underwriters’ obligations outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder is not fulfilledas to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and (e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, (iii) trading the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Exchange Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on deliver the Exchange, Fund's Books and Records to the Adviser by such Exchange or means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis thatAdviser, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable transition of portfolio asset management to proceed with the completion any successor of the sale of and payment for Sub-Adviser, including the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this AgreementAdviser.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by U.S. federal or state New York State authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided that the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by U.S. federal or state New York State authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable payable, and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of at the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 35,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances for such expenses previously paid which by the Company to the Representative which, as of the date hereof hereof, is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company (in accordance with FINRA Rule 5110(f)(2)(C)) that portion of the Advances not offset by actual expensesactual, accountable expenses incurred. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesFirm Shares. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 hereof, if any, (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term (a) This Agreement shall continue in full force and effect until terminated by BBH or the Trust by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than ninety (90) calendar days after the date of this Agreement will commence upon such delivery or mailing unless otherwise agreed to between the execution of this Agreement and will terminate upon parties. Notwithstanding the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to foregoing provision, either party may terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Datefor cause, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such which termination shall be without liability on effective upon receipt of written notice by the part of any party to any other non-terminating party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that an information provider suspends, discontinues or terminates the Underwriters’ out-of-pocket expenses are less than the Advancestransmission of information to BBH as contemplated in Section 7(c)(iii), BBH may terminate, with immediate effect, the Underwriters will return affected portion(s) of Services. In the event a termination notice is given by a party hereto, all reasonable costs and expenses associated with any required systems, facilities, procedures, personnel and other resource modifications as well as the movement of records and materials and the conversion thereof shall be paid by the Trust for which Services shall cease to the Company that portion of the Advances not offset by actual expensesbe performed hereunder. BBH shall be responsible for completing all actions in progress when such termination notice is given unless otherwise agreed. Notwithstanding anything to the contrary contained hereinforegoing provisions, any provision in this Agreement concerning will terminate automatically in the event that either party is adjudged bankrupt or relating to confidentialityinsolvent, indemnificationor there shall be commenced against such party a case under any applicable bankruptcy, contributioninsolvency, advancementor other similar law now or hereafter in effect. (b) The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto, including without limitation any unpaid obligations, the Company’s representations payment of which is contemplated herein or the liability, legal and warranties and the Company’s indemnity obligations set forth hereunder, prior to pay fees and reimburse expenses will termination of this Agreement shall survive any expiration or termination of this Agreement. (c) This Section 15 shall survive any termination of this Agreement, whether for cause or not for cause.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term 1. This Agreement shall become effective , 2011, and shall continue in force thereafter on a year-to-year basis subject to either or both parties providing thirty (30) calendar days written notice to the other party of this Agreement will commence upon the execution termination or of this Agreement desire to negotiate different terms and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to conditions. 2. Either party may terminate this Agreement by giving notice providing said thirty (30) days’ written notification to the Company at any time at other party as follows: (a) personally delivered; (b) sent by xxxxxxx with proof of delivery; or prior (c) sent certified mail, return receipt requested, postage prepaid, whereby under each method the notice shall be delivered or sent to the First Closing Dateother party at the party’s last known address of record. It shall be the responsibility of each party to keep the other party apprised of any change of address. 3. Evidence of signature may be provided to the other party via facsimile or email attachment. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the option referred to in Section 1(b)efficacy of a signed original. Photographic copies of such signed counterparts (e.g., if exercised, PDF or facsimile copies) may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition used in lieu of the Underwriters’ obligations hereunder originals for any purpose. 4. The COUNTY may terminate this Agreement in whole or in part whenever the County PROSECUTOR determines in his sole discretion that such termination is not fulfilled, (iii) trading on in the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order best interests of the Commission or any other governmental authorityCOUNTY. If this Agreement should be terminated in accord with this paragraph, (v) a banking moratorium XXXXXXX shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable be entitled to proceed with the completion of the sale of and payment for the Securitiesactual work performed. Any such termination shall be without liability on the part of any party to any other party, except that those portions Termination of this Agreement specified in Section 9 by the COUNTY during the term, whether for default or for convenience, shall at all times be effective not constitute a breach of contract by the COUNTY. 5. This Agreement is approved and shall survive such terminationauthorized by the County PROSECUTOR, as evidenced by the attached APPOINTMENT OF SPECIAL DEPUTY PROSECUTING ATTORNEY. Notwithstanding anything The PROSECUTOR reserves the right to the contrary in this Agreement, in the event that revoke this Agreement shall not be carried out and Special Appointment, with or without notice, for any reason whatsoeverunethical behavior by XXXXXXX or other in-house attorney delegated by XXXXXXX, which violates the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess Washington State Rules of the maximum amount set forth in Section 4(i) hereof)Professional Conduct, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreementif such should occur.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First or Second Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled by the Representative at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such the applicable Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 [●] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by U.S. federal or state Florida State authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term This Agreement shall begin as of the date of execution above, and shall continue in effect with respect to each Fund presently set forth on Exhibit 1 (as it may be amended from time to time) through November 30, 2002, and thereafter for successive periods of one year, subject to the provisions for termination and all of the other terms and conditions hereof, if: (a) such continuation shall be specifically approved at least annually by the vote of a majority of the Trustees of the Investment Company, including a majority of the Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for that purpose; and (b) M&T shall not have notified the Investment Company in writing at least sixty (60) days prior to the anniversary date of this Agreement will commence upon the execution of in any year thereafter that it does not desire such continuation. The termination date for all original or after-added Funds which are, or become, a party to this Agreement and will terminate upon shall be coterminous. In the consummation event, however, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by M&T, the final Closing of the Offering; provided the Underwriters shall have Investment Company has the right to terminate this the Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b)upon 60 days written notice, if exercisedM&T has not cured such willful misfeasance, may be cancelled at any time prior bad faith, gross negligence or reckless disregard of its duties within 60 days. Should the Investment Company exercise its rights to the Second Closing Dateterminate, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s all reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to associated with the transactions contemplated herein (but not in excess movement of records and materials will be borne by the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as Investment Company or the appropriate Fund. The provisions of Article 11 shall survive the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. In addition, each party reserves the right to immediately terminate this Agreement upon the giving of written notice in the event of: the dissolution or liquidation of either party or other cessation of business other than a reorganization or recapitalization of such party as an ongoing business; financial difficulties on the part of either party which is evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; or a final, unappealable judicial, regulatory or administrative ruling or order in which either party has been found guilty of criminal behavior in the conduct of its business.

Term and Termination of Agreement. 16.1. The term of this Agreement will commence shall begin on the Commencement Date, provided that, with respect to any Series, this Agreement shall not take effect unless it has first been approved by the Board of Trustees of the Client, including a majority of the Trustees who are not “interested persons” (as defined in the 0000 Xxx) and by a majority of the outstanding voting securities of that Series (as defined in the 0000 Xxx) and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect until the first anniversary of the commencement of the Funds’ operations. Thereafter, this Agreement shall continue in effect from year to year, with respect to the Company and each Series, subject to the termination provisions and all other terms and conditions hereof, provided such continuance is approved at least annually by the vote of holders of a majority of the outstanding voting securities of each Series (as defined in the 0000 Xxx) or by the Board of Trustees of the Client, provided, that in either event, such continuance is also approved annually by the vote of a majority of the Board of Trustees of the Client who are not parties to this Agreement and are not “interested persons” (as defined in the 0000 Xxx) of any party, which vote must be cast in person at a meeting called for the purpose of voting on such approval. The Manager shall furnish to the Client, on behalf of each Series, promptly upon its request, such information as may reasonably be necessary to evaluate the execution terms of this Agreement and will terminate upon or any extension, renewal or amendment hereof. 16.2. The Manager acknowledges that this Agreement may be terminated by the consummation Company in accordance with the following provisions of this Clause Subject to Clause 17.3 below, the Client may, with respect to a Series, either by majority vote of its Board of Trustees or by the vote of a majority of the final Closing outstanding voting securities of such Series (as defined in the Offering; provided 1940 Act), at any time and without the Underwriters shall have payment of any penalty, direct the right Company to terminate this Agreement by giving upon sixty days written notice to the Manager. 16.3. The Manager acknowledges that this Agreement may also be terminated in accordance with the following provisions of this Clause. 16.4. The Client shall also be entitled forthwith to direct the Company at to terminate the appointment of the Manager as Sub-Sub-Investment Manager hereunder with respect to a Series, notwithstanding any time at period remaining in accordance with this Clause or, no notice having been given: (i) if the Manager shall commit any material breach of its obligations under this Agreement and (if such breach shall be capable of remedy) shall fail within thirty days of receipt of notice in writing served by the Company requiring it so to do to make good such breach; (ii) if an order is made or prior a resolution passed to wind up the Manager or if a receiver is appointed to the First Closing Datewhole or any part of the property and undertaking of the Manager; (iii) if the Shareholders Agreement dated 7 November 1990 between the Guardian Insurance & Annuity Company, Inc., the Manager and the option referred Company is terminated or expires by effluxion of time. 16.5. The Manager may terminate this Agreement with respect to in Section 1(b), if exercised, may be cancelled at any time prior a Series without payment of penalty upon sixty days written notice to the Second Closing DateCompany. 16.6. The Manager shall also be entitled to terminate forthwith this Agreement with respect to a Series, notwithstanding any period remaining in accordance with this Clause or, no notice having been given, if (i) the said Shareholders Agreement between The Guardian Insurance & Annuity Company, Inc. and the Manager and the Company shall have failedis terminated or expires by effluxion of time, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of an order is made or a resolution passed to wind up the Underwriters’ obligations hereunder is not fulfilledCompany, or (iii) trading on if the Exchange Company shall have been wholly suspendedcommit any material breach of its obligations under this Agreement and (if such breach shall be capable of remedy) shall fail within 30 days of receipt of notice in writing served by the Manager requiring it so to do to make good such breach, or (iv) minimum a receiver is appointed to the whole or maximum prices for trading any part of the property and undertaking of the Company. 16.7. Termination of this Agreement as detailed in this Clause with respect to any Series shall have been fixedin no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Series. 16.8. This Agreement shall immediately terminate in the event of its assignation or assignment (as that term is defined in the 1940 Act) by either party unless such automatic termination shall be prevented by an exemptive order or rule of the SEC. 16.9. On the termination of the appointment of the Manager under the provisions of this Clause the Manager shall be entitled to receive all fees accrued due and outlays incurred up to the date of such termination but shall not in the case of termination under sub-clause 17.2., 17.3 or 17.4 above, be entitled to compensation in respect of such termination. 16.10. On termination of the appointment of the Manager under the provisions of this Clause the Manager shall deliver to the Company, or maximum ranges for prices for securities as it shall have been requireddirect, on all books of account, records, registers, correspondence, documents and assets in relation to the Exchangeaffairs of or belonging to the Company and/or the Client or any Series in the possession of or under the control of the Manager as sub-investment manager, by such Exchange and take all necessary steps to vest in the Company any assets previously held in the name of or by to the order of the Commission or any other governmental authorityManager as sub-investment manager, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion on behalf of the sale Company. 16.11. Termination of and payment for the Securities. Any such termination appointment of the Manager hereunder shall be without liability on prejudice to transactions already initiated, which transactions shall be completed. 16.12. The Company and the part Manager will co-operate with each other to ensure that transactions in progress at the date of any party termination of the Manager’s appointment hereunder shall be completed by the Company in accordance with the terms of such transactions and, to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoeverend, the Company Manager shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand provide the Company shall pay the full amount thereof with all necessary information and documentation to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreementsecure implementation thereof.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of at the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 [_______________] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided that the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by U.S. federal or state New York State authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 40,000 (the “Advances”), then due and payable payable, and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option Over-Allotment Option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 90,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. If, the period beginning on the date of the Engagement Letter (as defined in Section 15) and ending on the earlier of six (6) months thereafter or the final Closing (the “Engagement Period”) ends prior to consummation of the Offering (other than a termination for “Cause,” as defined herein below), then, if within 12 months following the last date of the Engagement Period, the Company completes any financing of equity, equity-linked or debt or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) sourced by the Representative for the Offering, the Company shall pay the Representative upon the closing of such financing the compensation equivalent to such Underwriting Fee set forth in Section 1(a) and such non-accountable expense allowance set forth in Section 4(i); provided, however, that the Representative shall furnish the Company with a comprehensive list of all investors it has sourced for the Offering. For the purposes of this Agreement, “Cause”, shall mean, a party’s bad faith, gross negligence, willful misconduct, fraud or material breach of the Engagement Letter. The foregoing actions or inactions will constitute “Cause” hereunder if a party (i) fails to cure such conduct within ten (10) days, after being notified in writing of such conduct or (ii) a court of competent jurisdiction has so determined the conduct in question.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by U.S. federal or state New York State authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. 10.1 The term initial Term of this Agreement will commence shall be as set forth in Article 1.18. The Parties may agree to extend the Term of this Agreement by written amendment in accordance with Article 14.11. 10.2 If either Party hereto shall fail to perform or observe adequately any of the terms and conditions to be performed or observed under this Agreement, the other Party may, (subject to the provisions of Article 14.7), give written notice to the defaulting Party specifying the respects in which the defaulting Party has so failed to perform or observe the terms and conditions of this Agreement, and in the event that any defaults so indicated shall not be remedied by the defaulting Party within 90 days after such notice, (or if such default cannot be remedied during such ninety (90) day period then the defaulting Party shall have commenced the remedy and proceeded diligently within 90 days after such notice), the Party not in default within 30 days thereafter may by written notice to the defaulting Party terminate this Agreement, and, except as provided herein, this Agreement and all the rights herein granted to the defaulting Party shall terminate 5 days after the defaulting Party's receipt of such notice of Termination. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or other provisions of this Agreement, and no waiver shall be effective unless made in writing. 10.3 If a Bull entity shall fail to perform or observe adequately any of the terms and conditions to be performed or observed under this Agreement, Peritus may (subject to the provisions of Article 14.7) give written notice to such Bull entity specifying the respects in which such Bull entity has so failed to perform or observe the terms and conditions of this Agreement, and in the event that any defaults so indicated shall not be remedied by such Bull entity (or if such default cannot be remedied during such ninety (90) day period then such Bull entity shall have commenced the remedy and proceeded diligently within 90 days after such notice), then Peritus within 30 days thereafter may by written notice to such Bull entity terminate this Agreement with respect to such Bull entity and, except as provided herein, this Agreement and all the rights herein granted to such Bull entity shall terminate 5 days after receipt of such notice of Termination. Any such Termination of this Agreement with respect to an individual Bull entity pursuant to this paragraph 10.3 shall not affect the rights or obligations of Bull HN or any other Bull entity under this Agreement. 10.4 All sublicenses granted to Customers pursuant to this Agreement, and all obligations, including royalty obligations with respect thereto, shall survive any termination of this Agreement. Bull and Distributors may continue to use the Peritus Licensed Products and Peritus Licensed Technology internally following termination of this Agreement provided the appropriate royalty has been paid to Peritus. 10.5 Notwithstanding any termination of this Agreement, (i) Bull and Distributors shall continue to have those rights and licenses including the right to retain those Peritus Licensed Products and Peritus Licensed Technology and (ii) Peritus shall continue to have those rights and licenses including the right to retain those Bull HN Licensed Products, only as are reasonably necessary for to fulfill obligations to Customers under contracts entered into up to and including the date of such termination. 10.6 Notwithstanding the provisions of Article 10.2, in the event of Peritus' failure to fulfill any of its obligations hereunder, including without limitation its obligations for support and maintenance pursuant to Article 7.1, within 90 days after written notification to Peritus of such failure, Bull may elect upon written notice to Peritus, in lieu of terminating the execution Agreement and in addition to any other remedy it may have, at its sole option, to perform Peritus' obligations and to reduce or suspend as appropriate the payments to Peritus to reflect Peritus' failure to perform such obligations. Peritus agrees, therefore, should Bull so elect to perform Peritus' obligations hereunder, to provide Bull with the source code of the Peritus Licensed Software as well as any other tool, provided that such source code or tool is reasonably necessary for the particular Peritus' obligations that Bull has so elected to perform, and Bull shall have such rights with respect to such source code and tools. Peritus shall, at Bull's expense, and within 30 days following the Effective Date of this Agreement and will terminate upon during the consummation Term of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, as such source code is Changed in accordance with the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual terms and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination conditions of this Agreement, place such source code in safekeeping with an escrow agent mutually agreeable to both parties, which escrow agent shall be instructed to provide such source code to Bull in accordance with the terms and conditions of this Agreement, and an escrow agent agreement substantially in the form as attached as Exhibit E. Peritus agrees to provide Bull HN with an updated list of the materials placed in escrow and to allow Bull HN to audit such placements.

Term and Termination of Agreement. The term (a) This Agreement shall be effective on the date first written above and shall continue for a period of three (3) years (the "Initial Term"), unless earlier terminated pursuant to the terms of this Agreement will commence upon the execution of Agreement. Thereafter, this Agreement and will shall automatically be renewed for successive terms of three (3) years ("Renewal Terms") each. (b) Either party may terminate upon this Agreement at the consummation end of the final Closing Initial Term or at the end of any subsequent Renewal Term upon not than less than ninety (90) days prior written notice to the other party. This Agreement may be terminated by mutual written agreement of the Offering; provided parties. (c) In the Underwriters event a termination notice is given by the Company, all reasonable expenses associated with movement of records and materials and conversion thereof will be borne by the Company, provided, however, that Investor Services Group shall use its best efforts to mitigate the costs associated with such conversion. (d) If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") resulting in a material loss to the other party, such other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given or such material breach is incapable of being remedied, as reasonably determined by the right to Non-Defaulting Party, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Company at Defaulting Party. If Investor Services Group is the Non- Defaulting Party, its termination of this Agreement shall not constitute a waiver of any time at other rights or prior remedies of Investor Services Group with respect to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or services performed prior to such Closing Date, to perform any agreement on its part termination or rights of Investor Services Group to be performed hereunderreimbursed for out-of-pocket expenses. In all cases, (ii) termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall rights it might have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of under this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. or otherwise against the Defaulting Party. (e) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, in the event that this Agreement shall is terminated by the Company and such termination arises, either directly or indirectly as a result of the dissolution of the Company or the Fund or the acquisition of or consolidation or merger into or with another company or fund (the "New Company" or "New Fund" respectively) for which Investor Services Group does not be carried out for any reason whatsoeverprovide services substantially similar to those provided to the Company hereunder, prior to the effective date of such termination and the conversion of the Fund's records to the New Fund, or its agent, the Company shall be obligated to pay to Investor Services Group the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount fee set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 Schedule B (the “Advances”"Early Termination Fee"), then due and payable and upon demand . (f) This Agreement may be terminated by the Company shall pay without penalty in the full amount thereof event of its assignment, as such term is defined in the 1940 Act, by Investor Services Group, provided that 45 days prior written notice of termination must be given to Investor Services Group within 120 days following the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreementassignment.

Term and Termination of Agreement. The term (a) This Agreement shall be effective on the date first written above and shall continue for a period of five (5) years (the "Initial Term"). (b) Upon expiration of the Initial Term, this Agreement will commence upon shall automatically renew for successive terms of one (1) year ("Renewal Terms") each, unless the execution Trust or Investor Services Group provides written notice to the other of this Agreement its intent not to renew. Such notice must be received not less than ninety (90) days and will terminate upon not more than one hundred eighty (180) days prior to the consummation expiration of the final Closing of Initial Term or the Offeringcurrent renewal term. In the event the Trust shall provide Investor Services Group with notice to terminate this Agreement, it shall be deemed that the Trust has given similar notice to terminate the Transfer Agency and Services Agreement between the Trust and Investor Services Group and the Distribution Agreement between the Trust and First Data Distributors, Inc., and such other agreements shall terminate on the same date as this Agreement; provided the Underwriters provided, however, that Investor Services Group, in its sole discretion, shall have the right to waive this cross termination provision with respect to either or both agreements. (c) In the event a termination notice is given by the Trust, all expenses associated with the movement of records and materials and conversion thereof will be borne by the Trust. (d) If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") resulting in a material loss to the other party, such other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the Non-Defaulting Party may immediately terminate this Agreement by giving written notice of such termination to the Company at any time at or prior to Defaulting Party. If Investor Services Group is the First Closing DateNon-Defaulting Party, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition termination of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not constitute a waiver of any other rights or remedies of Investor Services Group with respect to services performed prior to such termination or rights of Investor Services Group to be carried out reimbursed for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party. (e) In the event that Investor Services Group has failed to the transactions contemplated herein (but not in excess of the maximum amount meet a specific Performance Standard, as set forth in Section 4(i) hereof)Exhibit 1 to Schedule B, less in any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advancestwo consecutive calendar quarters, the Underwriters will return Trust may terminate this Agreement upon ninety (90) days written notice to Investor Services Group. The Trust must provide such notice within thirty (30) days following the Company that portion end of the Advances not offset by actual expensessecond calendar quarter if it intends to exercise its option under this Section 8(e). Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancementforegoing, the Company’s representations and warranties and Trust's right under this Section 8(e) shall not become effective until ninety (90) days following the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination effective date of this Agreement.

Term and Termination of Agreement. 3.1 The term of this Agreement will shall commence upon the execution date referenced in the initial paragraph of this Agreement (the “Effective Date”) and will terminate shall continue for a term of two (2) years from the Effective Date (the “Initial Term”). This Agreement shall automatically be renewed in successive terms of one (1) year each (each a “Renewal Term”), not to exceed three (3) Renewal Terms, unless terminated by either party upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving written notice to the Company at any time at or sent not less than thirty (30) days prior to the First Closing Dateexpiration of the then-current term. The foregoing provisions of this Section 3.1 notwithstanding, this Agreement shall remain in effect with respect to any applicable Statement of Work entered into prior to such termination. 3.2 EPE may terminate any uncompleted Statement of Work without cause upon written notice to Consultant. Upon receipt of notice under this Section 3.2, Consultant shall take immediate measures to mitigate its damages resulting from such termination and shall be entitled to payment of all fees earned plus costs and expenses reimbursable under the option referred to applicable Statement of Work and Section 5.6 of this Agreement through the date of termination (or, in Section 1(bthe case of a fixed fee arrangement under which payment is based upon Consultant's achievement of a specified milestone(s), if exercised, may be cancelled at any time prior to the Second Closing Date, if reasonable value of the services and deliverables performed and/or provided through the date of Consultant's receipt of such notice) plus all (i) third party costs reasonably incurred to assemble the Company shall have faileddeliverables, refused or been unableand/or Confidential Information, at or prior to such Closing Dateif any, to perform any agreement on its part required to be performed hereunderdelivered to EPE pursuant to this Section 3.2, and (ii) any other termination penalties and/or expenses actually paid to third parties by Consultant. If deliverables are to be prepared for and delivered to EPE pursuant to the applicable Statement of Work or if EPE has provided Confidential Information (as defined in Section 9) to Consultant, Consultant shall, as a condition precedent to its entitlement to such payment, assemble and deliver to EPE all such work in progress and Confidential Information. Upon payment of the Underwriters’ obligations hereunder is not fulfilledforegoing amounts, (iii) trading on the Exchange shall have been wholly suspendedno further payment or reimbursements will be due Consultant for materials, (iv) minimum or maximum prices for trading shall have been fixedtools, or maximum ranges for prices for securities shall have been requiredservices, on the Exchangedeliverables, by such Exchange or by order of the Commission fees, costs, expenses, or any other governmental authoritymatter under this Agreement or the applicable Statement of Work. 3.3 Either party may upon written notice terminate a Statement of Work if the other party breaches a material provision of such Statement of Work or this Agreement in connection with its performance (or nonperformance) of such Statement of Work and such breach is not fully cured within thirty (30) days following the non-performing party’s receipt of notice describing the nature of such breach in reasonable detail. In such event and subject to the restrictions and limitations prescribed by Section 7.3 and Section 7.4, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable non-breaching party may take such action to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to enforce any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in rights or remedies available under this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoeveraffected Statement of Work, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess applicable law, and/or principles of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreementequity.

Term and Termination of Agreement. The term of this (a) This Agreement will commence upon the execution of this Agreement and will terminate upon the consummation shall become effective as of the final Closing first date above written and shall remain in effect through June 30, 2009 (the “Initial Term”), and, subject to this Section 10(a) and Section 10(b) below, thereafter shall be renewed automatically for successive annual periods (each, a “Renewal Term”) unless either (x) at least two-thirds of the Offeringindependent directors on the Board of Directors or (y) holders of a majority of the Company’s outstanding common shares of beneficial interest, vote not to renew based in each case on (1) unsatisfactory performance by the Manager that is materially detrimental to the Company or (2) a determination that the compensation payable to the Manager hereunder is not fair; provided provided, however, that neither the Underwriters Company nor the Operating Partnership shall have the right to terminate this Agreement by giving notice under clause (2) above if the Manager agrees to continue to provide the services under this Agreement for compensation that at least two-thirds of the independent directors on the Board of Directors determines to be fair pursuant to the procedures set forth below. In the event the Company and the Operating Partnership elect not to renew this Agreement at the expiration of the Initial Term or any time at or Renewal Term, the Company shall deliver to the Manager written notice (a “Termination Notice”) of the Company’s and Operating Partnership’s intention not to renew this Agreement based upon the terms set forth in this Section 10(a) not less than 180 days prior to the First Closing Dateexpiration of the then existing term. Such Termination Notice will include the reason for such termination (i.e., clause (1) or (2) above), how such determination was made (i.e., clause (x) or (y) above) and the date on which the Manager shall cease to provide services under this Agreement, which date will be the expiration date of the then existing term, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive terminate on such terminationdate (the “Effective Termination Date”). Notwithstanding anything to the contrary in this Agreementforegoing, in the event that such Termination Notice is given pursuant to clause (2) above, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the independent directors on the Board of Directors and the Manager shall negotiate in good faith the revised compensation payable to the Manager under this Agreement. In the event that the Manager and at least two-thirds of the independent directors on the Board of Directors agree to the terms of the revised compensation prior to the Effective Termination Date, the Termination Notice shall be deemed of no force and effect and this Agreement shall not continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager under Section 4 shall be carried out for any reason whatsoeverthe revised compensation then agreed upon. The Company, the Company shall be obligated Operating Partnership and the Manager agree to pay execute and deliver an amendment to this Agreement setting forth such revised compensation within ten days after reaching an agreement regarding the same. In the event that two-thirds of the independent directors on the Board of Directors and the Manager are unable to agree to the Underwriters their actual and accountable out-of-pocket expenses related terms of the revised compensation prior to the transactions contemplated herein (but not in excess Effective Termination Date, this Agreement shall terminate as of the maximum amount Effective Termination Date originally set forth in the Termination Notice. In recognition of the level of initial effort required by the Manager to structure and acquire the Companies’ assets and the commitment of resources by the Manager, upon any non-renewal of this Agreement pursuant to this Section 4(i) hereof10(a), less any advances previously the Manager will be paid which a termination fee equal to three times the sum of the Base Management Fee and the Incentive Fee for the 12-month period preceding the date of non-renewal, calculated as of the end of the most recently completed fiscal quarter prior to the date hereof is $70,000 of non-renewal (the “AdvancesTermination Fee”), then due and payable and upon demand . The obligation of the Company shall Companies to pay the full amount thereof to Termination Fee shall survive the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. (b) The Company or the Operating Partnership may also terminate the management agreement, upon 30 days’ prior written notice from the Board of Directors for Cause. For purposes hereof, “Cause” is defined as (x) a final determination by a court of competent jurisdiction that (a) the Manager has materially breached any provision of this Agreement and such breach continues for a period of 60 days after written notice thereof specifying such breach and requesting that the same be remedied in such 60-day period, (b) the Manager has committed fraud, misappropriation of funds, or embezzlement against the Companies, or (c) the Manager has acted with willful misfeasance, bad faith, recklessness or gross negligence with respect to its duties under this Agreement, or (y)

Term and Termination of Agreement. The term 9.1 This Agreement shall be effective on the date first written above and shall continue for successive annual periods thereafter unless terminated automatically in the event of its assignment or by either party, without penalty, with sixty (60) days’ advance written notice to the other party or unless earlier terminated as provided below: (a) Either party hereto may terminate this Agreement will commence immediately by sending notice thereof to the other party upon the execution happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (ii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 9.1(a) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. 9.2 Notwithstanding the foregoing, if a party hereto materially breaches this Agreement (a “Defaulting Party”), the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party (“Breach Notice”), and will terminate upon if such material breach shall not have been remedied within thirty (30) days after the consummation of Breach Notice is given, then the final Closing of the Offering; provided the Underwriters shall have the right to Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Company at any time at or prior to Defaulting Party. Termination by the First Closing Date, and Non-Defaulting Party shall not constitute a waiver by the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) Non-Defaulting Party of any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall rights it might have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of under this Agreement specified in Section 9 shall at or otherwise against the Defaulting Party. 9.3 Should the Trust exercise its right to terminate, all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related associated with the movement of records and material will be borne by the Trust. 9.4 The terms of Article 2 (with respect to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereoffees and expenses incurred prior to termination), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due Article 5 and payable and upon demand the Company Article 6 shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. 9.1 The term of this Agreement will AGREEMENT shall commence upon on the execution EFFECTIVE DATE and shall continue until the last of UW PROPRIETARY MATTER expires, unless sooner terminated in accordance with the provisions set forth in this AGREEMENT. 9.2 Upon failure of UW or MICRO VISION to cure a material breach of this Agreement and will terminate upon AGREEMENT within thirty (30) days after a written demand for performance, the consummation of the final Closing of the Offering; provided the Underwriters notifying PARTY shall have the right at any time to terminate this Agreement AGREEMENT by giving written notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company other PARTY. 9.3 MICRO VISION shall have faileda right to terminate this AGREEMENT with or without cause, refused or been unable, at or upon ninety (90) days prior written notice to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in UW. 9.4 In the event that no UW PATENTS covering LICENSED SUBJECT MATTER have been filed within Five (5) years from the EFFECTIVE DATE, or, if filed, that no UW PATENTS remain pending in or issued from any country’s patent office, then following Five Years from the EFFECTIVE DATE either PARTY may terminate this Agreement shall not AGREEMENT following ninety (90) days written notice of such intent to terminate to the other PARTY. 9.5 The provisions under which this AGREEMENT may be carried out for any reason whatsoever, the Company terminated shall be obligated in addition to pay to any and all other legal remedies which either PARTY may have for the Underwriters their actual enforcement of any and accountable out-of-pocket expenses related to the transactions contemplated herein (but all terms hereof, and do not in excess any way limit any other legal remedy such PARTY may have. 9.6 Termination of this AGREEMENT shall terminate all rights and licenses granted to MICRO VISION relating to UW PROPRIETARY MATTER. 9.7 Termination by UW or MICRO VISION under the maximum amount options set forth in Section 4(i) hereof)this AGREEMENT shall not relieve MICRO VISION from any financial obligation to UW accruing prior to or after termination or from performing according to any and all other provisions of this AGREEMENT expressly agreed to survive termination. 9.8 In the event that there remain no valid, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”)enforceable, and infringed UW PROPRIETARY MATTER covering LICENSED SUBJECT MATTER, then due following termination MICRO VISION and payable and upon demand the Company any sublicensees shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations have no further obligation to pay fees and reimburse expenses will survive any expiration royalties thereon or termination of this Agreementto account to UW therefore.

Term and Termination of Agreement. 12.1 The term of this Agreement will and the term of the Licenses granted hereunder with respect to a Product utilizing or based on the Licensed Technologies shall commence as of the Effective Date and continue, on a Product-by- Product basis and country by country basis, for the life of the patent rights upon which such Product is based or which such Product utilizes in such country (the execution "Term"); provided, however, that all royalty and fee obligations contained herein shall survive for the greater of (i) the Term or (ii) 15 years from the first commercial sale of such Product. 12.2 Except as otherwise provided in Section 11 hereof, nothing contained herein shall obligate or restrict any party from utilizing public, non-proprietary information which is not subject to the protection of applicable patent laws. 12.3 If either Party materially breaches any provision of this Agreement and will terminate upon if such breach is (i) not capable of being cured or (ii) is capable of being cured but is not cured within sixty (60) days after the consummation non-breaching party gives written notice of the final Closing breach to the breaching party, the non- breaching party may terminate this Agreement immediately by giving notice of the Offering; provided termination, effective on the Underwriters shall have date of the notice, provided, however, -------- ------- that (x) if any such curable breach is not capable of being cured within such sixty (60) day period, so long as the breaching party commences to cure the breach promptly after receiving notice of the breach from the non- breaching party and thereafter diligently prosecutes the cure to completion as soon as is practicable, the non-breaching Party may not terminate this Agreement so long as the breaching party is acting in good faith to rectify such breach and (y) if there is a good faith dispute as to the existence of the breach or as to its materiality, or regarding the amount of any required payment, provided, in the case of disputes as to the amount due, that any undisputed amount is paid, the right of the non-breaching Party to terminate this Agreement shall be stayed for a reasonable period during which a good faith resolution of the dispute will be obtained, either by giving agreement or, failing that, through the dispute resolution provisions under Clause 19 of the Development Agreement. 12.4 In the event that a Change of Control Event shall occur, at the sole option of Elan and upon written notice to TGEN and Newco, the Company Elan License shall be terminated. Upon written notice from TGEN to Elan of a proposed Change of Control Event or the occurrence of a Change of Control Event, Elan shall have thirty (30) days from such notice or occurrence to provide written notice to TGEN as to whether it intends to terminate the Elan License immediately. In the event Elan does not provide written notice to TGEN during such thirty (30) day period of its intention to terminate the Elan License, such termination right shall be deemed waived with respect to such proposed Change of Control Event or such occurrence of a Change of Control Event. 12.5 In the event that the Elan License Agreement shall be terminated, at any time at the sole option of TGEN and upon written notice to Elan and Newco, the TGEN License shall be immediately terminated. 12.6 Upon the occurrence of an Event of Bankruptcy with respect to Newco or prior TGEN, the other Party may, upon written notice to the First Closing Date, TGEN and the option referred Party with respect to which such Event of Bankruptcy has occurred, immediately terminate the TGEN License. As used in Section 1(b)this Clause 12.6, if exercisedthe term "Event of Bankruptcy" relating to either Newco or TGEN shall mean: 12.6.1 the appointment of a liquidator, may be cancelled at receiver, administrator, examiner, trustee or similar officer for either Party or over all or a substantial part of its assets under the law of any time prior to applicable jurisdiction, including without limitation, Bermuda, the Second Closing DateUnited States of America or Ireland; or 12.6.2 An application or petition for bankruptcy, if (i) the Company shall have failedcorporate re- organization, refused or been unablecomposition, at or prior to such Closing Dateadministration, to perform any agreement on its part to be performed hereunderexamination, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission arrangement or any other governmental authorityprocedure similar to any of the foregoing under the law of any applicable jurisdiction, including without limit, Bermuda, the United States of America or Ireland (vother than as part of a bona fide restructuring or reorganization), is filed, and is not discharged within forty-five (45) a banking moratorium shall have been declared by federal or state authoritiesdays, or (vi) there shall have occurred any outbreak if either Party applies for or escalation consents to the appointment of hostilities a receiver, administrator, examiner or any change in financial markets similar officer for it or any calamity all or crisis that, in the Representative’s reasonable judgment, is a material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of its assets, rights or revenues or the assets and/or the business of either Party are for any party to any other partyreason seized, except that confiscated or condemned. 12.7 Upon exercise of those portions rights of this Agreement termination as specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything Clause 12.1 to the contrary in Clause 12.6 inclusive or elsewhere within this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoevershall, the Company shall be obligated to pay subject to the Underwriters their actual other provisions of this Agreement, and accountable out-of-pocket expenses related specifically subject to the transactions contemplated herein (but not in excess Section 12.8, automatically terminate forthwith and be of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning no further legal force or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any effect. 12.8 Upon expiration or termination of this Agreement: 12.8.1 any sums that were due from Newco to TGEN with respect to license granted hereunder, including without limitation on Net Sales or on Net Proceeds, in the Territory or in such particular country or countries in the Territory (as the case may be) prior to the expiration or termination of this Agreement as set forth herein shall be paid in full within sixty (60) days after the expiration or termination of this Agreement for the Territory or for such particular country or countries in the Territory (as the case may be); 12.8.2 any provisions clearly meant to survive termination or expiration of this Agreement, including without limitation Section 7, shall remain in full force and effect; 12.8.3 all representations, warranties and indemnities stated herein shall insofar as are appropriate remain in full force and effect; 12.8.4 the rights of inspection and audit set out in Section 6 shall continue in force for a period of one year; 12.8.5 termination or expiration of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination or expiration, has already accrued to the other Party or to any third party beneficiary or which is attributable to a period prior to such termination or expiration, including without limitation claims for indemnification under Sections 8.3 - 8.5 or 9.7 arising from events, actions, omissions or liabilities that existed at or prior to such termination or expiration, nor preclude either Party or any third party beneficiary from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement; 12.8.6 all rights, licenses and sublicenses granted by TGEN in the TGEN Intellectual Property pursuant to this Agreement shall cease for the Territory or for such particular country or countries in the Territory (as the case may be) and shall immediately revert to TGEN and all TGEN Program Technology shall be deemed immediately transferred and assigned to TGEN. Following such expiration or termination, Newco may not thereafter use in the Territory or in such particular country or countries in the Territory (as the case may be) (a) any valid and unexpired TGEN Patents, (b) any TGEN Intellectual Property that remains confidential or otherwise proprietary to TGEN, and/or (c) Trademarks. All rights to Newco Technology (other than Elan Program Technology and TGEN Program Technology) shall be transferred to and jointly owned by Elan and TGEN. Rights of permitted Independent Third Party sublicensees in and to the TGEN Intellectual Property shall survive the termination or expiration of the license and sublicense agreements granting said intellectual property rights to Newco; and Newco, Elan and TGEN shall in good faith agree upon the form most advantageous to Elan and TGEN in which the rights of the sublicensor under any such sublicenses are to be held (which form may include continuation of Newco solely as the holder of such licenses or assignment of such rights to a third party or parties, including an assignment to both Elan and TGEN). Any sublicense agreement between Newco and such permitted sublicensee shall permit an assignment of rights by Newco to Elan or TGEN, as the case may be, and shall contain additional reasonable confidentiality protections which an assignee shall reasonably require. Upon any such assignment, TGEN shall enter into good faith negotiations with TGEN with respect to additional reasonable confidentiality protections which either party shall reasonably require.

Term and Termination of Agreement. The term of this Agreement will shall commence upon the execution and delivery of this Agreement by the parties and will terminate upon shall continue through the consummation satisfaction of Mi Gwang’s obligations pursuant to Section 2 hereof. Certain of the final Closing of parties may terminate this Agreement as provided below: (i) Mi Gwang and the Offering; provided the Underwriters shall have the right to Contacts Parties may terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled mutual written consent at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, Closing; (ii) Mi Gwang may terminate this Agreement by giving written notice to the Contacts Parties at any other condition time prior to the Closing in the event (A) Contacts has within the then previous ten (10) Business Days given Mi Gwang any notice pursuant to Section 5(e) above, and (B) the development that is the subject of the Underwriters’ obligations hereunder is not fulfilled, notice has had a Material Adverse Effect; (iii) trading Mi Gwang may terminate this Agreement by giving written notice to Contacts at any time prior to the Closing (A) in the event the Contacts Parties have breached any material representation, warranty or covenant contained in this Agreement in any material respect, Mi Gwang has notified the Contacts Parties of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach, or (B) if the Closing shall not have occurred on or before June 30, 2007, by reason of the Exchange shall have been wholly suspendedfailure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from Mi Gwang itself breaching any representation, warranty or covenant contained in this Agreement); and (iv) minimum the Contacts Parties may terminate this Agreement by giving written notice to Mi Gwang at any time prior to the Closing (A) in the event Mi Gwang has breached any material representation, warranty or maximum prices for trading shall covenant contained in this Agreement in any material respect, the Contacts Parties have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order notified Mi Gwang of the Commission or any other governmental authoritybreach, and the breach has continued without cure for a period of thirty (v30) a banking moratorium days after the notice of breach, provided, however, that no such cure period shall have been declared be applicable if Mi Gwang has failed to accomplish its pre-closing conditions by federal or state authoritiesthe dates indicated in Section 5, or (viB) there if the Closing shall not have occurred any outbreak on or escalation of hostilities or any change in financial markets or any calamity or crisis thatbefore June 30, in the Representative’s reasonable judgment2007, is material and adverse and makes it impractical or inadvisable to proceed with the completion by reason of the sale of and payment for the Securities. Any such termination shall be without liability on the part failure of any party to condition precedent under Section 7(b) hereof (unless the failure results primarily from Contacts itself breaching any other partyrepresentation, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary warranty, or covenant contained in this Agreement, in ). In the event that the Contacts Parties have cause to terminate this Agreement shall prior to Closing, but elect not be carried out for any reason whatsoeverto do so, the Company Contacts Parties shall be obligated free to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not initiate, solicit, encourage or participate in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this AgreementCompeting Offer.

Term and Termination of Agreement. The term This Agreement shall commence on the date first provided above and shall continue for a period of one year (the "Initial Term") unless terminated upon written notice. After the Initial Term and each "renewal Term" (as hereinafter defined), if any, this Agreement will commence shall automatically terminate unless the parties to this Agreement agree in writing at least 30 days prior to expiration of the Initial Term or the then current Renewal Term to renew and extend this Agreement for an additional one year term upon the execution of this Agreement same terms and will terminate upon subject to the consummation of same conditions (a "Renewal Term"). The Initial Term and Renewal Terms, if any, are collectively referred to herein as the final Closing of the Offering; provided the Underwriters "Term". a) Either Party shall have the right to terminate this Agreement by giving for any reason upon providing two (2) weeks written notice to the Company at any time at other Party, whether or prior to not the First Closing Date, and the option referred to other party is in Section 1(b), if exercised, default. b) This Agreement may be cancelled terminated immediately at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition mutual written consent of the Underwriters’ obligations hereunder is not fulfilled, (iiiparties. c) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning Agreement, if Consultant materially breaches any term or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination condition of this Agreement, DataPath may: i) terminate this Agreement, effective immediately upon written notice to Consultant; and ii) withhold any further payments otherwise due to Consultant hereunder for Services performed on or before the date of such termination; or iii) exercise any other rights and remedies available at law or in equity. d) Except in the event of termination under Section 4 (c), Consultant shall be entitled to payment under Section 2 hereof with respect to provable charges earned and reimbursable expenses incurred up to the effective date of the termination, provided that Consultant agrees to stop all performance of the Services and incur no further expenses. Consultant hereby waives any and all claims for additional compensation or charges (including any claim for lost profits), as a result of any termination. In the event of any termination pursuant to Section 4(c), DataPath may at its option complete any and all work by or through its own resources or third party contractors or consultants.

Term and Termination of Agreement. The term of this Agreement will shall commence upon the execution and delivery of this Agreement by the parties and will terminate upon shall continue through the consummation satisfaction of the final Closing parties’ respective obligations pursuant to Section 2 hereof. Certain of the Offering; parties may terminate this Agreement as provided the Underwriters shall have the right to below: (i) Menicon and Contacts may terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled mutual written consent at any time prior to the Second Closing; (ii) Menicon may terminate this Agreement by giving written notice to Contacts at any time prior to the Closing in the event (A) Contacts has given Menicon any notice prior to the Closing Date pursuant to Section 5(f) above, and (B) the development that is the subject of the notice has had a Material Adverse Effect; [***] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (iii) Menicon may terminate this Agreement by giving written notice to Contacts at any time prior to the Closing (A) in the event any of the Contacts Parties has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Menicon has notified Contacts of the breach, and the breach has continued without cure to the Closing Date, or (B) if the Closing shall not have occurred on or before June 22, 2007, by reason of the failure of any condition precedent under Section 7(a) hereof (iunless the failure results primarily from Menicon itself breaching any representation, warranty, or covenant contained in this Agreement); and (iv) the Company shall have failed, refused or been unable, Contacts may terminate this Agreement by giving written notice to Menicon at or any time prior to such the Closing (A) in the event Menicon has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Contacts has notified Menicon of the breach, and the breach has continued without cure to the Closing Date, to perform any agreement or (B) if the Closing shall not have occurred on its part to be performed hereunderor before June 22, (ii) any other condition 2007, by reason of the Underwriters’ obligations hereunder is not fulfilledfailure of any condition precedent under Section 7(b) hereof (unless the failure results primarily from any of the Contacts Parties itself breaching any representation, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixedwarranty, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary covenant contained in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 [*] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon at the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and of the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Offering if (i) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market or New York Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 [_______________] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities, or (vii) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the Offering, sale and/or delivery of the Securities or to enforce contracts for the sale of the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 0 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. 12.1. The term of this Agreement will and the term of the Licenses granted hereunder with respect to a Product utilizing or based on the Licensed Technologies shall commence as of the Effective Date and continue, on a Product- by-Product basis and country by country basis, for the life of the patent rights upon which such Product is based or which such Product utilizes in such country (the execution "Term"); provided, however, that all royalty and fee obligations contained herein shall survive for the greater of (i) the Term or (ii) 15 years from the first commercial sale of such Product. 12.2. Except as otherwise provided in Section 11 hereof, nothing contained herein shall obligate or restrict any party from utilizing public, non- proprietary information which is not subject to the protection of applicable patent laws. 12.3. If either Party materially breaches any provision of this Agreement and will terminate upon if such breach is (i) not capable of being cured or (ii) is capable of being cured but is not cured within sixty (60) days after the consummation non-breaching party gives written notice of the final Closing breach to the breaching party, the non-breaching party may terminate this Agreement immediately by giving notice of the Offering; provided termination, effective on the Underwriters shall have date of the notice, provided, however, that (x) if -------- ------- any such curable breach is not capable of being cured within such sixty (60) day period, so long as the breaching party commences to cure the breach promptly after receiving notice of the breach from the non-breaching party and thereafter diligently prosecutes the cure to completion as soon as is practicable, the non- breaching Party may not terminate this Agreement so long as the breaching party is acting in good faith to rectify such breach and (y) if there is a good faith dispute as to the existence of the breach or as to its materiality, or regarding the amount of any required payment, provided, in the case of disputes as to the amount due, that any undisputed amount is paid, the right of the non-breaching Party to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may shall be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition stayed for a reasonable period during which a good faith resolution of the Underwriters’ obligations hereunder is not fulfilleddispute will be obtained, (iii) trading on either by agreement or, failing that, through the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order dispute resolution provisions under Clause 19 of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesDevelopment Agreement. 12.4. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in In the event that this a Change of Control Event shall occur, at the sole option of Elan and upon written notice to TGEN and Newco, the Elan License shall be terminated. Upon written notice from TGEN to Elan of a proposed Change of Control Event or the occurrence of a Change of Control Event, Elan shall have thirty (30) days from such notice or occurrence to provide written notice to TGEN as to whether it intends to terminate the Elan License immediately. In the event Elan does not provide written notice to TGEN during such thirty (30) day period of its intention to terminate the Elan License, such termination right shall be deemed waived with respect to such proposed Change of Control Event or such occurrence of a Change of Control Event. 12.5. In the event that the TGEN License Agreement shall not be carried out for any reason whatsoeverterminated, at the sole option of Elan and upon written notice to TGEN and Newco, the Company Elan License shall be obligated immediately terminated. 12.6. Upon the occurrence of an Event of Bankruptcy with respect to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the AdvancesNewco or Elan, the Underwriters will return other Party may, upon written notice to TGEN and the Company that portion Party with respect to which such Event of Bankruptcy has occurred, immediately terminate the Advances not offset by actual expensesElan License. Notwithstanding anything to the contrary contained herein, any provision As used in this Agreement concerning or Clause 12.6, the term "Event of Bankruptcy" relating to confidentialityeither Newco or Elan shall mean: 12.6.1. the appointment of a liquidator, indemnificationreceiver, contributionadministrator, advancementexaminer, trustee or similar officer for either Party or over all or a substantial part of its assets under the law of any applicable jurisdiction, including without limitation, Bermuda, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration United States of America or termination of this Agreement.Ireland; or

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 90,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First or Second Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled by the Representative at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such the applicable Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 81,058.12 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement when the Registration Statement is declared effective (the “Effective Date”) and will terminate upon (the consummation “Offering Termination Date”) (i) 90 days after the effective date of the final Closing Registration Statement (the “Initial Termination Date”), or (ii) when the Minimum Amount is subscribed; and (iii) no later than 90 days from the effective date of the Offering; provided the Underwriters shall have the right to terminate this Agreement Registration Statement unless extended by giving notice to the Company at any time at and the Underwriter for an additional 90 days (the “Final Termination Date,” and collectively with the Initial Termination Date, the “Termination Date”). One or more closings may be conducted prior to the First Closing Termination Date. The Company and the Placement Agent agree that unless at least 1,200,000 Securities offered are sold on or before the Offering Termination Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior all funds that have been sent to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment Escrow Account for the Securities. Any such termination shall Securities will be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything returned to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expensesinvestors. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 20 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable and upon demand the Company shall pay the full amount thereof to the Placement Agent.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First or Second Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled by the Representative at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such the applicable Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 90,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the UnderwritersUnderwriters up to a maximum of $75,000. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. 3.1 The term of this Agreement will (the "Term") shall commence upon effective as of January 1, 2006 and shall continue in force until September 30, 2006, provided that the execution Companies may on not less than 30 days' prior written notice to AICL extend the term of this Agreement and will terminate upon for an additional period not to extend beyond December 31, 2006. Notwithstanding the consummation of foregoing, the final Closing of the Offering; provided the Underwriters shall have the right to Companies may terminate this Agreement by giving (i) upon 30 days' prior written notice to AICL (save in respect of Section 1.4 in which case the Company notice provisions of that Section shall apply in respect of the matters the subject thereof) and (ii) at any time at or prior to the First Closing Datefor Company Cause (as defined in Section 3.2(a) of this Agreement), and the option referred to in Section 1(b), if exercised, AICL may be cancelled terminate this Agreement at any time prior to for AICL Cause (as defined in Section 3.2(b) of this Agreement). (a) This Agreement may be terminated by the Second Closing DateCompanies, if immediately upon the lapse of any applicable cure period, by notice served on AICL if: (i) the Company AICL commits a material breach of its obligations under this Agreement, which breach shall have failed, refused or continued without having been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, cured for a period of 60 days after notice thereof from the Companies; (ii) AICL or any other condition of its principals is engaging or has engaged during the Underwriters’ obligations hereunder is not fulfilled, term of this Agreement in fraud or dishonesty or any act involving moral turpitude; (iii) trading on a distress, execution, sequestration or other process is levied or enforced upon the Exchange shall have been wholly suspended, property of AICL which is not discharged within 30 days; (iv) minimum or maximum prices for trading AICL is unable to pay its debts in the normal course of business, which inability shall have been fixed, or maximum ranges continued for prices for securities shall have been required, on the Exchange, by such Exchange or by order a period of the Commission or any other governmental authority, 30 days; (v) a banking moratorium shall have been declared by federal AICL ceases or state authoritiesthreatens to cease, wholly or substantially, to carry on its business; (vi) there shall have occurred any outbreak an encumbrancer takes possession of, or escalation of hostilities a receiver or trustee is appointed over the whole or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion part of the sale undertaking, property or assets of and payment AICL; (vii) an order is made or a resolution is passed for the Securities. Any such termination shall winding-up of AICL; or (viii) American International Group, Inc. ceases to own, directly or indirectly, interests representing more than 50% of the voting interests in AICL (any of the foregoing (i) - (viii) of this paragraph (a), "Company Cause"). (b) This Agreement may be without liability terminated by AICL, immediately upon the lapse of any applicable cure period, by notice served on the part Holding Company if: (i) any of any party to any other party, except that those portions the Companies commits a material breach of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in its obligations under this Agreement, which breach shall have continued without having been cured for a period of 60 days after notice thereof from AICL; (ii) a distress, execution, sequestration or other process is levied or enforced upon any of the properties of the Companies which is not discharged within 30 days; (iii) any of the Companies are unable to pay their debts in the event that this Agreement normal course of business, which inability shall not be carried out have continued for a period of 30 days; (iv) the Operating Company ceases or threatens to cease, wholly or substantially, to carry on its business; (v) an encumbrancer takes possession of, or a receiver or trustee is appointed over the whole or any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess part of the maximum amount set forth in Section 4(iundertaking, property or assets of either the Holding Company or the Operating Company; (vi) hereof), less any advances previously paid which an order is made or a resolution is passed for the winding-up of either the Holding Company or the Operating Company; or (vii) the shareholders of the Holding Company as of the date hereof is $70,000 hereof, taken together, cease to own, directly or indirectly, interests representing more than 50% of the voting interests in the Holding Company (except in the “Advances”case of an initial public offering) (any of the foregoing (i) - (vii) of this paragraph (b), then due and "AICL Cause"). 3.3 If this Agreement is terminated, any fees and/or expenses payable and upon demand the Company under Sections 1.4 and/or 2 of this Agreement shall pay the full amount thereof be prorated to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion effective date of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreementtermination.

Term and Termination of Agreement. The 17.1. This Agreement shall come into force on the Effective Date, and shall continue in full force and effect for an initial term of three (3) years (“Initial Term”), unless terminated earlier under the terms of this Section 17. If this Agreement is not terminated by either party within ninety (90) days prior to the expiration of the Initial Term or any subsequent twelve-month extensions, this Agreement shall be automatically renewed for additional twelve-month terms (the “Initial Term” and any subsequent twelve month periods, shall be collectively referred to herein, as, the “Term”). 17.2. en2go or DSI may terminate this Agreement at anytime based upon any material breach of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation which is not cured within thirty (30) days of the final Closing delivery of a written notice of such breach to the Offering; provided breaching party by the Underwriters shall have the right to non-breaching party. 17.3. en2go or DSI may terminate this Agreement by giving notice to at anytime for convenience upon ninety (90) days prior written notice. 17.4. This Agreement is automatically terminated in the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if event of: (i) the Company shall have failedfiling of a petition for bankruptcy, refused or been unable, at any insolvency or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, receivership concerning either party; or (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixedinability of either party to perform its obligations hereunder, or maximum ranges for prices for securities shall have been required, on the Exchange, if a party is prevented from so performing by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium regulation, decree, law, action or inaction. Upon such termination, en2go shall have been declared by federal no further liability or state authoritiesresponsibility to DSI of any nature whatsoever, including any claims for damages, direct, incidental, consequential or (vi) there shall otherwise, and DSI hereby waives any rights it may have occurred any outbreak to termination benefits or escalation of hostilities or any change in financial markets or any calamity or crisis that, fees which are not specified in the Representative’s reasonable judgmentAgreement. 17.5. On the termination or expiration of this Agreement, is material and adverse and makes it impractical or inadvisable to proceed all outstanding obligations in accordance with the completion terms of the sale of this Agreement, to pay any amount by either party will become due and payment for the Securities. Any payable within thirty (30) days after such termination shall be without liability on or the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary period otherwise provided in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof whichever is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expensesearlier. 17.6. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentialityAgreement, indemnification, contribution, advancement, it is expressly agreed that the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement for any reason shall not terminate or diminish in any way the right of End Users then using the Application to use the Customized Product, or end users then using the Live Streaming Service sold by en2go. 17.7. Upon termination of this Agreement, the provisions of Sections which are deemed by their terms shall survive any such termination.

Term and Termination of Agreement. The This Agreement shall come into effect on this Date (“Effective Date”) and shall remain in force for a period of 1 (One) year thereafter (“Term”). Unless either Party serves a notice of termination to the other Party at least 90 (ninety) days before the expiry of the Term, the Agreement shall be renewed for another term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters 12 (twelve) months. Either Party shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing DateAgreement, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreementimmediate effect, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess other Party breaches one or more of the maximum amount set forth in Section 4(iterms of this Agreement, and fails to cure such breach within 15 (fifteen) hereof), less any advances previously paid which as days of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof receipt of a written notice to the Underwritersthat effect. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning Expiry or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or earlier termination of this Agreement will not prejudice any rights of the Parties that may have accrued prior thereto. The Service Provider hereby represents and warrants that: it is a company/ firm duly organized and validly existing and in good standing under the laws of its country; it is qualified to do business and in good standing in every jurisdiction where such qualification is required; it has the necessary experience, expertise, ability, infrastructure and personnel to render the Services as contemplated herein; it will be able to render the Services to the satisfaction of Client Name; it has the necessary approvals, registrations and licenses required for rendering the Services; it has the corporate power and authority to negotiate, execute, deliver and perform its obligations under this Agreement; the provision of the Services as contemplated herein shall not result in the infringement of any third party rights including intellectual property rights; it shall address all complaints and observations made by Client Name in respect of the Services and ensure that the Services are improved upon; it shall depute such number of Candidates as may be required for the rendering of the Services; it shall be responsible for making all payments to the Candidates, its Staff, including but not limited to payment of remuneration, statutory contributions/benefits as applicable, as well as for deducting and remitting applicable taxes in respect thereof. In the event of failure to comply with any of the statutory obligations by the Service Provider as aforesaid and if Client Name is held responsible for the same, the Service Provider undertakes to make good the loss to Client Name. The deputed candidates of the Service Provider will have no claims, whatsoever to employment with Client Name either during the tenure of this Agreement or after its termination and the Service Provider will engage the deputed candidates on this express understanding .There will be no privity of contract between Client Name and any deputed candidates of the Service Provider. The Service Provider agrees to indemnify Client Name against all claims from the deputed candidates and pay all expenses which Client Name may incur defending any proceedings pursuant to such claims and also shall keep Client Name indemnified at all times thereafter for any acts, matters or things done or omitted or neglected to be done by the Service Provider or any contraventions of any provisions of any Acts, Rules, Regulations, Notifications issued by the Central or State Governments or Local authorities and thereby the Service Provider absolves Client Name from all liabilities arising out of or in connection with the aforesaid contravention or acts, matters or things done omitted or neglected to be done by the Service Provider or on its behalf.

Term and Termination of Agreement. The term of 11.1 BULL or LICENSOR may terminate this Agreement will commence upon at the execution of this Agreement and will terminate upon the consummation end of the final Closing initial 2 years TERM or at the end of any 1 year extension thereof by written notice to the Offering; provided other at least 90 days prior to such termination becoming effective. However, notwithstanding the Underwriters above paragraph, BULL shall have the right to complete, pursuant to the terms of this Agreement, including but not limited to deploying or implementing the LICENSED SOFTWARE to CUSTOMERS, any written commitment made by it in good faith (a) prior to the date of expiration of this Agreement or (b) prior to the date of receipt of the termination notice if this Agreement is terminated prior to its expiration. 11.2 If either PARTY hereto shall fail to perform or observe adequately any of the terms and conditions to be performed or observed under this Agreement, the other PARTY may, (subject to the provisions of Article XIX), give written notice to the defaulting PARTY specifying the respects in which the defaulting PARTY has so failed to perform or observe the terms and conditions of this Agreement, and in the event that any defaults so indicated shall not be remedied by the defaulting PARTY within 45 days after such notice, the PARTY not in default within 15 days thereafter may by written notice to the defaulting PARTY terminate this Agreement, and, except as provided herein, this Agreement and all the rights herein granted to the defaulting PARTY shall terminate 5 days after the defaulting PARTY's receipt of such notice of termination. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or other provisions of this Agreement, and no waiver shall be effective unless made in writing. 11.3 If a BULL COMPANY hereto shall fail to perform or observe adequately any of the terms and conditions to be performed or observed under this Agreement, LICENSOR may, (subject to the provisions of Article XIX), give written notice to such BULL COMPANY specifying the respects in which such BULL COMPANY has so failed to perform or observe the terms and conditions of this Agreement, and in the event that any defaults so indicated shall not be remedied by such BULL COMPANY or commence the remedy and proceed diligently within 45 days after such notice, then LICENSOR within 15 days thereafter may by written notice to such BULL COMPANY terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior with respect to such Closing DateBULL COMPANY, and, except as provided herein, this Agreement and all the rights herein granted to perform any agreement on its part to be performed hereunder, (ii) any other condition such BULL COMPANY shall terminate 5 days after receipt of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order notice of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securitiestermination. Any such termination of this Agreement with respect to an individual BULL COMPANY pursuant to this paragraph 11.3 shall not affect the rights or obligations of BULL or any other BULL COMPANY under this Agreement. 11.4 Notwithstanding the provisions of 11.2 and 11.3, LICENSOR shall be entitled to terminate this Agreement with respect to a BULL COMPANY immediately upon receipt of written notice by such BULL COMPANY if such BULL COMPANY: 11.4.1 fails in five (5) or more instances to pay LICENSE FEES in accordance with Article IV; 11.4.2 violates the provisions of Article XII; 11.4.3 violates the provisions of Article XIII; or 11.4.4 exports LICENSED PRODUCTS in violation of Article XVIII hereof. Any such termination of this Agreement with respect to an individual BULL COMPANY pursuant to this paragraph 11.4 shall not affect the rights or obligations of BULL or any other BULL COMPANY under this Agreement. 11.5 All sublicenses granted to CUSTOMERS pursuant to this Agreement, and all obligations, including obligations to pay LICENSE FEES with respect thereto, shall survive any termination of this Agreement. BULL COMPANIES may continue to use the LICENSED SOFTWARE internally for maintenance support purpose following termination of this Agreement provided all maintenance support fees have been paid to LICENSOR. 11.6 Notwithstanding any termination of this Agreement, BULL COMPANIES shall continue to have those rights and licenses including the right to retain those LICENSED PRODUCTS which are reasonably necessary for BULL COMPANIES to fulfil obligations to CUSTOMERS under contracts entered into up to and including the date of such termination provided that all maintenance support fees have been paid. 11.7 LICENSOR has deposited and maintains with NCC Escrow International Limited and DSI Technology Escrow Services a current copy of the source code of the LICENSED PRODUCTS, under which BULL COMPANIES have specific rights to source code in certain events provided BULL COMPANIES have paid all maintenance support fees. Such escrow agreements are attached as Exhibit F. 12.1 A PARTY receiving Confidential and Proprietary Information from the other PARTY shall maintain such Confidential Proprietary Information in confidence for a period of 5 years following the TERM. The receiving PARTY shall treat the Confidential and Proprietary Information received hereunder with the same care the receiving PARTY uses in the protection of the receiving PARTY's own Confidential and Proprietary Information and take reasonable precautions to limit the disclosure of such Confidential and Proprietary Information only to its employees, employees of its SUBSIDIARIES, contractors and consultants with a need to know to fulfil the receiving PARTY's rights and obligations pursuant to this Agreement. The receiving PARTY shall not copy such Confidential and Proprietary Information in whole or in part, or make any other use of such Confidential and Proprietary Information without liability on the part prior written consent of any party the transmitting PARTY except as may be necessary to exercise its rights and fulfil its obligations pursuant to this Agreement. The receiving PARTY shall not divulge, in whole or in part, such Confidential and Proprietary Information to any other party, third PARTY except that those portions as provided herein without the prior written consent of this Agreement specified in Section 9 shall at all times be effective the transmitting PARTY and shall survive reproduce and include the transmitting PARTY's copyright and trade secret notices on all copies of such terminationconfidential and proprietary information. 12.2 Confidential and Proprietary Information shall mean information in documented form or oral form the substance of which is promptly reduced to writing and marked thereon as Confidential and Proprietary. Notwithstanding anything Such Confidential and Proprietary Information shall not include: (a) information which was in the public domain at the time of disclosure hereunder, or (b) information which was rightfully in the receiving PARTY's possession without binder of secrecy prior to the contrary in this Agreementtime of its disclosure hereunder, in or (c) information which, though originally confidential and proprietary information, subsequently becomes part of the event that public knowledge or literature through no fault of the receiving PARTY, as of the date of its becoming part of the public knowledge or literature, or (d) information which, though originally confidential and proprietary information, subsequently is received by the receiving PARTY from a third PARTY who has disclosed the information without binder of secrecy, as of the date of such third PARTY disclosure, or (e) information independently developed by the receiving PARTY's employees or agents. Confidential and Proprietary Information disclosed under this Agreement shall not be carried out for deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or within the receiving PARTY's possession. All information in connection with BULL's CUSTOMER is deemed to be confidential without any reason whatsoever, need to be identified as confidential. 12.3 All other information transmitted between the Company PARTIES shall be obligated to pay to maintained in accordance with the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent copyright laws; provided that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties transmitting PARTY shall xxxx such information with a proper copyright notice and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination transmitting PARTY shall reproduce such copyright notice on all copies of this Agreementsuch information.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of at the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market or New York Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 [_______________] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term This Agreement shall begin as of the date of execution above, and shall continue in effect with respect to each Fund presently set forth on Exhibit 1 (as it may be amended from time to time) through December 31, 2002, and thereafter for successive periods of one year, subject to the provisions for termination and all of the other terms and conditions hereof, if: (a) such continuation shall be specifically approved at least annually by the vote of a majority of the Trustees of the Investment Company, including a majority of the Trustees who are not parties to this Agreement will commence upon or interested persons of any such party cast in person at a meeting called for that purpose, provided however and notwithstanding the execution of foregoing, this Agreement shall be coterminous with the Agreement for Administrative Services and will terminate upon Transfer Agency Services between Regions Morgan Keegan Select Funds and Federated Servicxx Xxxxxxx, xated as of December 1, 2001. The termination date for all original or after-added Funds which are, or become, a party to this Agreement shall be coterminous. In the consummation event, however, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by Regions, the final Closing of the Offering; provided the Underwriters shall have Investment Company has the right to terminate this the Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b)upon 60 days written notice, if exercisedRegions has not cured such willful misfeasance, may be cancelled at any time prior bad faith, gross negligence or reckless disregard of its duties within 60 days. Should the Investment Company exercise its rights to the Second Closing Dateterminate, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s all reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to associated with the transactions contemplated herein (but not in excess movement of records and materials will be borne by the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as Investment Company or the appropriate Fund. The provisions of Article 11 shall survive the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. In addition, each party reserves the right to immediately terminate this Agreement upon the giving of written notice in the event of: the dissolution or liquidation of either party or other cessation of business other than a reorganization or recapitalization of such party as an ongoing business; financial difficulties on the part of either party which is evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; or a final, unappealable judicial, regulatory or administrative ruling or order in which either party has been found guilty of criminal behavior in the conduct of its business.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 [90,000] (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ such out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term (a) This Agreement shall be effective on the date first written above and shall continue for a period of three (3) years (the "Initial Term"), unless earlier terminated pursuant to the terms of this Agreement will commence upon the execution of Agreement. Thereafter, this Agreement and will shall automatically be renewed for successive terms of three (3) years ("Renewal Terms") each. (b) Either party may terminate upon this Agreement at the consummation end of the final Closing Initial Term or at the end of any subsequent Renewal Term upon not than less than ninety (90) days prior written notice to the other party. This Agreement may be terminated by mutual written agreement of the Offering; provided parties. (c) In the Underwriters event a termination notice is given by the Company, all reasonable expenses associated with movement of records and materials and conversion thereof will be borne by the Company, provided, however, that AAFSI shall use its best efforts to mitigate the costs associated with such conversion. (d) If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") resulting in a material loss to the other party, such other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given or such material breach is incapable of being remedied, as reasonably determined by the right to Non-Defaulting Party, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Company at Defaulting Party. If AAFSI is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any time at other rights or prior remedies of AAFSI with respect to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or services performed prior to such Closing Date, to perform any agreement on its part termination or rights of AAFSI to be performed hereunderreimbursed for out-of-pocket expenses. In all cases, (ii) termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall rights it might have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of under this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. or otherwise against the Defaulting Party. (e) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, in the event that this Agreement shall is terminated by the Company and such termination arises, either directly or indirectly as a result of the Company's dissolution or the Company's acquisition of or consolidation or merger into or with a mutual fund (the "New Company") for which AAFSI does not be carried out for any reason whatsoeverprovide services substantially similar to those provided to the Company hereunder, prior to the effective date of such termination and the conversion of the Company's records to the New Fund, or its agent, the Company shall be obligated to pay to AAFSI the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount fee set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 Schedule B (the “Advances”"Early Termination Fee"), then due and payable and upon demand . (f) This Agreement may be terminated by the Company shall pay without penalty in the full amount thereof event of its assignment, as such term is defined in the 1940 Act, by AAFSI provided that 45 days prior written notice of termination must be given to AAFSI within 120 days following the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreementassignment.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option Over-allotment Option referred to in Section 1(b), if exercised, may be cancelled by the Representatives at any time prior to the Second each Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s Representatives’ reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. The Representatives shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representatives abandoning the Offering, and, in such event, the Company shall have an immediate right to terminate the letter of intent, dated July 30, 2024, by and between the Company and WestPark (the “Letter of Intent”) “for cause” pursuant to FINRA Rule 5110(g)(5)(B), and the provisions of Section 18(h) of the Letter of Intent shall thereupon have no further force and effect. Notwithstanding anything to the contrary contained herein, any provision in this Agreement and the Letter of Intent concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement or the Letter of Intent, as applicable.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon at the consummation earlier of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement Offering or 11:59 p.m. (New York Time) on July 31, 2020, unless extended by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition mutual consent of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 parties (the “AdvancesExclusive Term”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 19 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent their actual and accountable out-of-pocket expenses related to the transactions contemplated herein, in an amount not exceeding $25,000, then due and payable and upon demand the Company shall pay the full amount thereof to the Placement Agent; and provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. The Company will issue a press release acceptable to the Placement Agent announcing the Closing of the Offering and identifying Dxxxxx as the sole placement agent in the offering.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters Representative shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First or Second Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled by the Representative at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such the applicable Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the UnderwritersRepresentative’s’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to Other than as specifically provided in Section 8(b) of this Agreement in which the contrary in this AgreementCompany will not be obligated, in the event that this Agreement shall not be carried out for any reason whatsoeverreason, the Company shall be obligated to pay to the Underwriters their actual and Representative its accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in as limited by Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 35,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the UnderwritersRepresentative. To the extent that the UnderwritersRepresentative’s’ out-of-pocket expenses are less than the Advances, the Underwriters Representative will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term This Agreement will commence on the date specified in Schedule 1and will continue until terminated in accordance with the following clauses. This Agreement may be terminated: By either party giving the other party 14 days notice in writing; or If We reasonably consider that You are acting in a manner which is unprofessional, unethical or likely to harm Our professional standing, by Us giving You 7 days notice in writing. We may terminate this Agreement with immediate effect if You: Commit any serious or persistent breach of any of the provisions of this Agreement will commence upon or any policy or procedures or reasonable direction of Us from time to time; Commit a breach of any of the execution provisions of this Agreement or any policy or procedures or reasonable direction of Ours (which is not serious or persistent) which You do not remedy within 7 days of receipt of notification from Us (or such later time as agreed by Us); Either party may terminate this Agreement with immediate effect if: Being a corporation, a party goes into liquidation or has a receiver or administrator appointed (whether voluntarily or not) or, being an individual, becomes bankrupt; Being a corporation, a party undergoes a material change in its management, control or beneficial ownership; or Being an individual, a person dies or suffers permanent and will terminate upon the consummation total disablement. A party makes an assignment or composition with its creditors; A party is convicted of the final Closing a criminal offence or being a corporation, an officer of the Offeringa party is convicted of a criminal offence or banned from acting as a director of a corporation; provided the Underwriters shall have the right or A party ceases to carry on business. You must notify Us immediately if any event occurs which would entitle Us to terminate this Agreement or suspend the authorities conferred by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or On termination of this Agreement, You must: Return to Us all forms of documentation, records and information held electronically or otherwise which We have provided to You or which You have designed, developed, used or maintained for the purposes of this Agreement (including the Intellectual Property referred to in this Agreement); Immediately cease providing the Services; Immediately pay any money due to Us and request payment of any remuneration due to You as at termination of this Agreement. You may not make any claim for unpaid remuneration more than 3 months after the termination of this Agreement. This clause shall survive the termination or expiry of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option referred to in Section 1(b1(c), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any the $70,000 advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. The Representative shall not be responsible for any expenses of the Company to others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative abandoning the Offering. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement.

Term and Termination of Agreement. The term of this Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the OfferingClosing; provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to the First Closing Date, and the option Over-Allotment Option referred to in Section 1(b), if exercised, may be cancelled by the Representative at any time prior to the Second an Option Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such the applicable Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Offered Securities and the Underwriters’ Securities. Any such termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their reasonable, actual and accountable out-of-pocket expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof)herein, less any advances previously paid which as of the date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual such expenses. Notwithstanding anything The Representative shall not be responsible for any expenses of the Company or others or for any charges or claims relative to the contrary contained herein, any provision in this Agreement concerning or relating Offering if the Offering is not consummated due to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and Representative abandoning the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination Offering. For the purposes of this Agreement, “Cause”, shall mean, a party’s bad faith, gross negligence, willful misconduct, fraud or material breach of the Engagement Letter. The foregoing actions or inactions will constitute Cause hereunder if a party (i) fails to cure such conduct within ten (10) days, after being notified in writing of such conduct or (ii) a court of competent jurisdiction has so determined the conduct in question.