Common use of Term and Termination Clause in Contracts

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 14.1 This Agreement shall have be effective when (i) Schedule B is signed by an initial term beginning on the Effective Date Authorized Representative of Member and ending twentyaccepted by Navigant and (ii) Member delivers to Navigant all documents and information, including any set-four (24) months thereafter (the “Initial Term”up form(s) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days electronic data reasonably required by Navigant prior to commencing to provide the end Services. Navigant will determine the adequacy of such documentation and information in its sole discretion and may refuse to provide the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofServices to Member until adequate documentation and information are provided. (b) 14.2 This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. continue in effect until terminated by either party with ten (c10) Either Party may terminate this Agreement without cause upon ninety (90) daysCalendar Days’ prior written notice to the other party. (d) A Party shall have a right to other, provided that Member may terminate this Agreement or any Appendix immediately upon written its receipt of notice to the other Party from Navigant of a change in any or amendment of the following circumstances: (1) provisions of this Agreement, the Services or any representation or warranty made by Appendix that is not acceptable to Member, in accordance with Section 20 of this Agreement. Either party may terminate an Appendix in accordance with the other Party in provisions of this Section without terminating either this Agreement shall or any other Appendix. Upon termination of this Agreement or any Appendix, Member shall, at its expense, return to Navigant, in the same condition as when delivered to Member, normal wear and tear excepted, all property belonging to Navigant and all proprietary material delivered to Member in connection with the terminated Service(s). 14.3 If an Appendix is terminated in accordance with this Agreement, Member must contact the Electronic Services Department for instructions regarding the cancellation of all future-dated payments and transfers. Navigant may continue to make payments and transfers and to perform other Services that Member has previously authorized or may subsequently authorize; however, Navigant is not under any obligation to do so. Navigant will not be incorrect liable if it chooses to make any payment or transfer or to perform any other Services that Member has previously authorized or subsequently authorizes after an Appendix had terminated. 14.4 Notwithstanding the foregoing, Navigant may, without prior notice, terminate this Agreement and terminate or suspend any Service(s) provided to Member pursuant hereto (i) if Member or Navigant closes any Account established in connection with the Service, (ii) if Navigant determines that Member has failed to maintain a financial condition deemed reasonably satisfactory to Navigant to minimize any credit or other risks to Navigant in providing Services to Member, including the commencement of a voluntary or involuntary proceeding under the United States Bankruptcy Code or other statute or regulation relating to bankruptcy or relief of debtors, (iii) in the event of a material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall breach, default in the performance or observance of any obligation term, or undertaking breach of any representation, covenant or warranty by Member, (iv) in the event of default by Member in the payment of any sum owed by Member to Navigant hereunder or under any note or other agreement, (v) if there has been a seizure, attachment or garnishment of Member’s Account(s), assets or properties, (vi) if Navigant believes immediate action is required for the security of Navigant or Member funds, (vii) in the event of termination of a third party contract by Member or Navigant which is necessary for the performance of one or more Services, or (viii) if Navigant reasonably believes that the continued provision of Services in accordance with the terms of this Agreement or any Appendix would violate federal, state or local laws or regulations or would subject Navigant to unacceptable risk of loss. In the event of any termination hereunder, all fees due Navigant under this Agreement as of the time of termination shall become immediately due and such default payable. Notwithstanding any termination, this Agreement shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief remain in full force and effect with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred all transactions initiated prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This 7.1 The initial term of this Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) May 15, 2002, and shall continue until [**]. Thereafter, this Agreement shall automatically renew automatically for two (2) successive one-year terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party party provides written notice of non-renewal to the other Party at least ninety (90) and termination not less that [**] days prior to the end of the Initial Term or any Renewal Term or then-current term. 7.2 In the event that the parties are unable to agree on a proposed modification to the Program Guidelines as provided in Section 7, above, the party proposing the modification shall have the option of terminating this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior by providing written notice of termination to the other party. Such termination will be effective on the following [**]. (d) A Party shall have a right 7.3 To the extent permitted by applicable law, if either party should become subject to terminate bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, this Agreement will be deemed terminated thereupon immediately upon written without the need of notice to from the other Party in any of party, and the following circumstances: (1) any representation or warranty made by party becoming subject to such proceedings will promptly notify the other Party in this Agreement party thereof. 7.4 Termination shall be incorrect in any material respect prospective only and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) affect the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any obligations of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation parties hereto which were incurred prior to such termination or any of the warranties and indemnities contained herein or the provisions of Section 8 below (regarding confidentiality). Not less than [**] days prior to the effective date of termination. (g) Upon termination , XXXX may by additional notice to the Lender terminate its obligation to assume the guaranty of all or any subset of otherwise qualifying Loans as to which a commitment to lend is made after the Lender's receipt of such additional notice. In the absence of such additional notice XXXX will, subject to the terms and conditions of this Agreement, Company shall purchase assume the guaranty of all Loan Accounts established by Bank Loans as to which a commitment to lend is made prior to and on the effective date of termination termination. In the event this Agreement terminates or expires and only one disbursement of a multi-disbursement loan has been made prior to that have not already been purchased by Company. After terminationdate, Company shall purchase all Loan Accounts originated by Bank the other disbursement will also be guaranteed pursuant to subsection 10(e). (h) The the terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively13.1 Subject to termination as prescribed in this section 13, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in effective for a period of • years from the date first above written. Subject to receipt of written approval of the Applicable SROs, this Agreement may be terminated by the T2IB or the T2CB or by the Applicable SROs or any material respect and shall not have been corrected within of them on the [first (1st)] day of any calendar month upon [thirty (30) Business Days after days] prior written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of termination. A copy of any obligation such notice given or undertaking under received shall be promptly delivered to the Applicable SROs by the T2IB. No such termination shall be effective until the Applicable SROs have consented to the termination. Upon any termination notice being given hereunder, the parties shall cooperate to provide for an orderly unwinding of any outstanding transactions and for the orderly transfer of account monies and securities. All indebtedness of the parties to each other will be discharged in full on or before the date of termination. 13.2 In the event that either party to this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given ceases to such other Party; (3) the other Party shall commence be a voluntary case or other proceeding seeking liquidationmember of an SRO, reorganizationthis Agreement shall, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or subject to the appointment consent of the Applicable SROs, be terminated on a trustee, receiver, liquidator, conservator, custodian, or other similar official or date fixed by the Applicable SROs and the parties shall cooperate to provide for an orderly unwinding of any involuntary case or other proceeding commenced against it, or shall make a general assignment outstanding transactions and for the benefit orderly transfer of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any account monies and securities. All indebtedness of the foregoing; (4) an involuntary case parties to each other will be discharged in full on or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against before the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment date of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partytermination. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 13.3 Notwithstanding any termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)this section 13, this Agreement shall remain in full force and effect insofar as sections 5.1, 11.1, 11.2 and 11.3 and section 12 hereof are concerned. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 8.1 This Agreement shall have an initial term beginning and the obligations hereunder will commence on the Effective Date and ending twenty-four will continue for a period of five (245) months thereafter years (the “Initial Term”) unless terminated as provided herein, and shall renew be renewable automatically for two (2) successive terms of consecutive one (1) year each periods (each such one year period a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides User shall provide to TTG written notice of non-renewal its intention not to the other Party renew at least ninety sixty (9060) days day prior to the end conclusion of the Initial Term or any the first Renewal Term or this Agreement is earlier terminated in accordance with Term, as the provisions hereofcase may be. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) 8.2 Either Party party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to and the rights granted herein if the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in party breaches any of the following circumstances: (1) any representation or warranty made by the other Party in provisions of this Agreement shall be incorrect or the Standard Services or Software do not meet User’s requirements, as a result of market conditions referred to in any material respect 2.6 above and shall not have been corrected (i) fails to remedy such breach within thirty (30) Business Days days after receiving written notice thereof has been given thereof, or (ii) provided the breach does not relate to a monetary obligation, fails to (a) commence a good faith action to remedy such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for breach within thirty (30) Business Days days after receiving written notice thereof has been given thereof, and (b) diligently pursue such action to such other Party; conclusion within sixty (360) days after receiving written notice thereof. Termination of this Agreement does not constitute either parties’ exclusive remedy for breach or non-performance by the other Party party and each party is entitled to seek all other available remedies, both legal and equitable, including injunctive relief. Notwithstanding the foregoing, a dispute regarding amounts payable by User pursuant to this Agreement shall commence not constitute a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect breach hereof so long as User pays TTG all undisputed amounts owed hereunder. 8.3 Should either party (1) admit in writing its inability to itself or pay its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall generally as they become due; (2) make a general assignment for the benefit of creditors, or shall fail generally ; (3) institute proceedings to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; be adjudicated a voluntary bankrupt; (4) an involuntary case consent to the filing of a petition of bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts insolvent; (6) seek reorganization under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking bankruptcy act; (7) consent to the appointment filing of a trustee, petition seeking such reorganization; or (8) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, conservator, custodiantrustee, or other similar official assignee in bankruptcy or in insolvency covering all or substantially all of it such party’s property or providing for the liquidation of such party’s property or business affairs; then, in any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of such event, the other Partyparty, at its option and without prior notice, may terminate this Agreement effective immediately. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 8.4 Upon termination of this Agreement either for any reason, TTG’s obligation to provide the services hereunder pursuant to the terms and at the prices set forth herein shall, upon User’s request, continue for a period up to sixty (60) days and shall thereafter immediately cease. Irrespective of whether User requests services during a Transition Period, TTG shall cooperate and provide such assistance as is necessary to transfer the services provided hereunder to another vendor or to User, and TTG shall be compensated for these efforts in part accordance with Section 4.4 hereof; provided, however, if termination results from the breach of this Agreement by User or pursuant to Section 8.5 hereof, User shall pay in whole advance for services during the Transition period at TTG’s then standard rates TTG will be responsible for submitting to User the data compilation for the portion of the month up to and including the effective termination date and for the duration of the transition period, if any. 8.5 Either party may, at its option, after one year, terminate this Agreement upon 90 days written notice if User’s business is changed or modified and provided further that User no longer has a requirement to have the services provided for under this Agreement. The parties further agree that only in the event of a termination for convenience by User in accordance with this Section 8. 5, User shall not discharge any Party obtain the services provided for in this Agreement from any obligation incurred prior to such terminationthird party or have these services performed by User or any of User’s subsidiaries or affiliates for the remainder of the Initial Term. (g) Upon termination 8.6 The provisions of this AgreementSections 3, Company shall purchase all Loan Accounts established by Bank prior to 5, 6, 7 and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall 8 hereof survive the expiration or earlier termination of this Agreement. 8.7 TTG agrees to put object code and source code for the Software, Enhancements, Modification sand Improvements thereto, as well as the documentation therefor, and shall include all other materials necessary or appropriate to create, provide, operate and maintain all of the Standard Services, in escrow with an independent third party escrow agent located in the United States, acceptable to User, which acceptance shall not be unreasonably withheld (“Escrow Materials”). The parties shall enter into an escrow agreement substantially in the form attached hereto as Exhibit “G”.

Term and Termination. (a) This The term of this Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter shall continue until the fifteenth anniversary of the Effective Date (the “Initial Term”) and shall renew automatically continue thereafter for two successive one year terms (2) successive terms of one (1) year each (each each, a “Renewal Term,” collectively, the Initial Term and Renewal Term(s”) shall be referred to as the “Term”), unless either until any Party provides notice of non-renewal to gives the other Party Parties written notice at least ninety (90) 180 days prior to the end of the Initial Term or any Renewal Term or of its intent to terminate this Agreement, following which this Agreement is earlier terminated in accordance with will terminate at the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination end of the Loan Sale Agreement. (c) Either then-current Initial Term or Renewal Term. No Party may terminate this Agreement without cause upon ninety (90except as provided in this Section 13(a) days’ prior written notice to the other partyor Section 14. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (fb) The termination of this Agreement either in part or in whole shall not discharge relieve any Party hereto from any payment, liability or other obligation incurred or any remedy therefor which has accrued or attached prior to the date of such termination. Upon termination of this Agreement and the satisfaction of all obligations hereunder, in the event a memorandum of this Agreement has been filed of record, each Party is authorized to file of record in all necessary recording offices a notice of termination, and each Party hereto agrees to execute such notice of termination as to each other Party’s interest, upon request of any Party, if such requesting Party has satisfied its financial obligations. (gc) Upon Notwithstanding anything in this Agreement to the contrary, upon termination of this Agreement, Company (i) WBSL shall purchase all Loan Accounts established by Bank prior retain ownership of its Produced Water Facilities on the AMI Lands and the rights to operate such Produced Water Facilities in accordance with any Transaction Documents, (ii) TPR shall continue to receive (x) payments as set forth in Section 4 with respect to the New Infrastructure that is located on the AMI Lands and on exists as of the date of the termination that have and (y) payments as set forth in Section 6(a) with respect to Produced Water (including recycled, treated and raw Produced Water) marketing, sales and redelivery, and treatment and delivery services required in connection therewith, for use in oil and gas drilling and completion operations within or outside the AMI Lands, and (iii) all other agreements entered into by WBSL and TPR with respect to the TPR Lands will continue in full force and effect. For the avoidance of doubt, WBSL shall not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant be permitted under this Agreement to subsection 10(e). (h) The terms of this Section 10 shall survive construct Produced Water Facilities on the expiration or earlier TPR Lands following termination of this Agreement. Further, upon termination of this Agreement, the provisions of this Agreement which are intended to extend beyond its termination, including the liability, warranty, and confidentiality provisions, and the provisions applicable to the enforcement of those provisions and/or the enforcement of rights and obligations incurred hereunder that are not fully discharged prior to the termination of this Agreement, shall survive termination to the extent necessary to effect the intent of the Parties and/or enforce such rights and obligations. For the avoidance of doubt, in addition to and not in limitation of the rights otherwise described in this Section 13(c), the following Sections of this Agreement shall survive the termination of this Agreement: Sections 4, 11, 13, 15, 17, 18, 21, 22, 23 and 29.

Term and Termination. (a) 9.1 This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (commencement of the “Initial Term”) Extended Term and shall renew automatically for two (2) successive continue in force until termination or expiration of the LESO Agreement in accordance with the terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”)thereof, unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofClause 9.2 below. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) 9.2 Either Party party may terminate this Agreement without cause upon ninety (90) days’ prior written prejudice to any of its other remedies under this Agreement forthwith by notice in writing to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstancesif: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2a) the other Party shall default party is in material breach of the performance terms of any obligation or undertaking under this Agreement Agreement, and such default shall continue for thirty has not remedied the breach within one (301) Business Days after written notice thereof has month of having been given to such other Party;notice in writing specifying the breach; or (3b) the other Party shall commence a voluntary case party becomes insolvent or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally is unable to pay its debts in the ordinary course of business; 9.3 The Licensor may terminate this Agreement without prejudice to any of its other remedies under this Agreement forthwith by notice in writing to the Licensee if: (a) the Licensee takes any action that would or might invalidate or put into dispute the Licensor’s, Inmarsat (IP) Company Limited’s or the Organization’s (as they become duethe case may be) title in the Trade Marks or any of them, or shall take assists any corporate action to authorize other person directly or indirectly in any of the foregoingsuch action; (4b) an involuntary case the Licensee takes any action that would or other proceeding, whether pursuant to banking regulations might invalidate any registration of the Trade Marks or otherwise, shall be commenced against the other Party seeking liquidation, reorganizationany of them, or assists any other relief with respect to it person directly or its debts under indirectly in any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectsuch action; or (5c) there is a materially adverse change in the financial condition Licensee takes any action that would or might support an application to remove any of the Trade Marks from the registers of the Registered Territory or elsewhere, or assists any other Partyperson directly or indirectly in any such action. (e) Bank shall not be obligated to approve Applications 9.4 Upon the expiry or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on for whatever reason, the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e).Licensee shall: (ha) immediately cease its use of the Trade Marks, and shall have no further right to use the Trade Marks, except as otherwise specified under this Clause. The terms Licensee shall dispose of this Section 10 shall survive all promotional and other materials bearing or relating to the expiration Trade Marks in accordance with the Licensor’s instructions; (b) execute all documents necessary for cancellation of the Licensee as a registered user or earlier termination of this Agreementregistered licensee and refrain from engaging in any act that would lead a person to think that the Licensee is still associated or connected with the Licensor.

Term and Termination. (a) This The effective period of this Agreement (the "Term") shall have an initial term beginning begin on the Effective Separation Date and ending twenty-four continue thereafter for a period of five (245) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term years or any Renewal Term or this Agreement is until earlier terminated termination in accordance with clause (b) or (c) of this Section 4. Any Release issued by a Supplied Party before the provisions hereofeffective date of termination and in accordance with Section 6(a) hereof shall be fulfilled by the Supplying Party. (b) This Either party may terminate this Agreement shall terminate immediately upon prior to the expiration date five (5) years following the Separation Date without prejudice to any rights or earlier termination liabilities accruing up to the date of termination: (i) in the event of a material breach by the other party of any of the Loan Sale terms and conditions of this Agreement, by giving the other party notice of such breach, and provided that such breach shall not have been cured within sixty (60) days following such notice; and (ii) immediately, by written notice thereof, if any of the following events or an event analogous thereto occurs: a. an adjudication has been made that the other party is bankrupt or insolvent; b. the other party has filed bankruptcy proceedings or has had such proceedings filed against it, except as part of a bona fide scheme for reorganization; c. a receiver has been appointed for all or substantially all of the property of the other party; d. the other party has assigned or attempted to assign this Agreement for the benefit of its creditors; or e. the other party has begun any proceeding for the liquidation or winding up of its business affairs. (c) Either Party may terminate Termination under this Agreement without cause upon ninety (90) days’ prior written notice Section 4 shall be in addition to and not a substitute for other rights or causes of action of the other terminating party. (d) A Party shall have a right to terminate Termination of this Agreement immediately upon written notice shall not in any way operate so as to the other Party in impair or destroy any of the following circumstances: (1) any representation rights or warranty made by remedies of either party, either at law or in equity, nor shall it relieve the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance parties of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether their obligations pursuant to banking regulations or otherwiseSections 2(k) (l) and (m), shall be commenced against the other Party seeking liquidation7, reorganization8, or other relief with respect to it or its debts under any bankruptcy11, insolvency12, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party14,15 and 16 hereof. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive 13.1. The terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated apply from the date the Company notifies the Affiliate that its application has been successful in accordance with the introductory provisions hereofof this Agreement and shall continue thereafter unless and until terminated according to this article 13. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party 13.2. The Company may terminate this Agreement without cause upon ninety immediately by written notice if: 1. the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other; 2. the Affiliate becomes insolvent or is unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (90except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium; 3. the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner or in case the Purchasing Company’s (specified under article 3.5 of this Agreement) days’ prior activities are either in conflict with the Company’s (for example the Affiliate Site is purchased by companies providing the same or similar services) or if its practices falls within article 8.3 of this Agreement; 4. the legal and/or regulatory situation in the market has changed or is in the process of changing to such an extent that the objectives of the Agreement can no longer be achieved and/or no longer correspond to the market reality; 5. if the Affiliate does not generate any New Depositing Customers for a period of 6 months, except in markets where affiliate activity is restricted (e.g. Netherlands); 6. if the Company suspects – and has reasonable proof - that the Affiliate is engaging in illegal activities or has repeatedly breached the provisions this Agreement. 13.3. The Affiliate may terminate this Agreement: 1. If it does not agree with the changes made to the Agreement and notified to them by the Company. 2. If it does not agree with the changes made to the Reward Plan as a result of any breach mentioned under articles 3.9 and/or 6.6 of this Agreement. However, the Affiliate’s continued participation in the Program will constitute binding acceptance to the changes mentioned above. 13.4. Notwithstanding articles 13.1, 13.2 and 13.3, either Party may terminate the Agreement at any time by giving thirty (30) days written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon 13.5. Following termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior the Affiliate will only be entitled to and on receive the outstanding Commission due as of the effective termination date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement. However, the Company may reasonably withhold the Affiliate's final payment to ensure that the correct amount is paid. After such payment, the Affiliate will no longer be entitled to receive any other Commission. 13.6. For any and all termination notices, delivery via e-mail is considered a written and immediate form of notification.

Term and Termination. 11.1 Subject always to either party’s right to terminate pursuant to this clause 11: (a) This this Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four shall continue for the Initial Subscription Term; and (24b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides party gives written notice of non-renewal to the other Party at least ninety to terminate this Agreement not less than sixty (9060) days prior to before the end of the Initial Subscription Term or any Renewal Term or (as the case may be), in which case this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon at the expiration or earlier termination end of the Loan Sale AgreementInitial Subscription Term or Renewal Term (as applicable). (c) Either Party 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without cause upon ninety (90) days’ prior liability to the other immediately on giving written notice to the other party. if: (da) A Party shall have a right to terminate (i) the other party is in material breach of this Agreement immediately upon written notice to where the breach is incapable of remedy; or (ii) the other Party party is in any material breach of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect where the breach is capable of remedy and shall not have been corrected the breaching party fails to remedy that breach within thirty (30) Business Days days after receiving written notice thereof has been given to of such other Party; breach; (2b) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue party enters into an arrangement for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general an assignment for the benefit of its creditors, goes into administration, receivership or shall fail generally administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to pay its debts as they become due, carry on business; or shall take (c) any corporate action event analogous to authorize any of the foregoing; (4those described in clause 11.2(b) an involuntary case or other proceeding, whether pursuant above happens to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, party in any jurisdiction in which it is incorporated or other relief with respect to resident or in which it carries on business or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyhas assets. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 11.3 On termination of this Agreement either for any reason: (a) all licences and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in part respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorised User shall), return or in whole shall not discharge destroy as promptly directed by the other party and make no further use of any Party equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from any obligation incurred prior to such termination. and including the date thirty (g30) Upon days after the termination or expiry of this Agreement, Company shall purchase all Loan Accounts established by Bank prior without further notice to Customer; and on (e) the date accrued rights of termination that have not already been purchased by Company. After the parties as at termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall and clauses 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive the any expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on enter into force upon execution of the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) first Order Form and/or SOW and shall renew automatically for two continue in force until terminated pursuant to this Section 14 or any specific termination rights set out in this Agreement. To the extent there are SOWs or Order Forms in effect when a Party terminates this Agreement, such SOWs or Order Forms shall continue to be governed by this Agreement as if it had not been terminated. 14.1 Either Party shall have the right to immediately terminate this Agreement if (2i) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to has committed a material breach of this Agreement, and has not rectified the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected same within thirty (30) Business Days days after receipt of written notice thereof has been given to such other Party; from the non-breaching Party specifying the breach, or (2ii) the other Party shall default in becomes the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment subject of a trustee, receiver, liquidator, conservator, custodian, bankruptcy order or other similar official of it becomes insolvent or makes any substantial part of its property, arrangement or shall consent to any such relief composition with or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditorsits creditors or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or shall fail generally to pay if a receiver or administrator is appointed over its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyassets. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) 14.2 Upon termination of this Agreement, Company each Party shall purchase immediately return to the other Party all Loan Accounts established by Bank prior goods, documents and other items received from the other Party. 14.3 Without prejudice to any other rights or remedies that We may have, if this Agreement is terminated (irrespective of the reason therefore), We shall always be entitled to charge You for work performed and on costs incurred up to the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier 14.4 Any termination of this AgreementAgreement shall not affect (i) any accrued liabilities and rights of the Parties prior to such termination, and (ii) any provision of this Agreement that is expressed to survive its expiration or termination. 15 Deliberation The Parties agree to, in accordance with the best of their abilities, put all efforts forward to resolve any possible disputes through deliberations. Neither Party shall take legal actions before first having invited the other Party to deliberate regarding the matter at hand.

Term and Termination. 14.1 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (a) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; (b) ESCALON’s rights to inspect books and records as described in Section 5, and LICENSEE’s obligations to keep such records for the required time; (c) Obligations to hold harmless, defend and indemnify ESCALON under Section 13; (d) Any cause of action or claim of LICENSEE or ESCALON accrued or to accrue because of any breach or default by the other Party hereunder; (e) The general rights, obligations, and understandings of Sections 2, 12, 17, 18, 19, 27 and 28; and (f) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both Parties. 14.2 This Agreement shall have an initial term beginning will become effective on its Effective Date and, unless terminated under another specific provision of this Agreement, will remain in effect until and terminate upon the latter of (a) the last to expire of Licensed Patents, (b) the tenth anniversary date of the Effective Date and ending twenty-four or (24c) months thereafter (the “Initial Term”) fifth anniversary date of the date of the First Commercial Sale. 14.3 If LICENSEE shall at any time default in the payment of any royalty or the making of any report hereunder, or shall make any false report, or if either Party shall commit any material breach of any covenant or promise herein contained, and shall renew automatically for two fail to remedy any such default, breach or report within sixty (260) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides days after written notice of non-renewal to thereof by the other Party specifying such default (15 days with respect to non-payment of monies by LICENSEE), then that other Party may, at least its option, terminate this Agreement and the license rights granted herein by notice in writing to such effect. Any such termination shall be without prejudice to either Party’s other legal rights for breach of this Agreement. 14.4 LICENSEE may terminate this Agreement at any time by giving ESCALON a notice of termination, effective ninety (90) days prior thereafter. Such notice shall be deemed by the Parties to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate be final and, immediately upon receipt of such notice of termination, ESCALON shall have the expiration or earlier termination right to enter into agreements with others for the manufacture, sale, and/or use of any Products in the Loan Sale Field of Use. Notwithstanding the right of termination, LICENSEE shall pay all royalties due to ESCALON pursuant to this Agreement. (c) Either Party 14.5 This Agreement and all license rights granted herein will immediately terminate within 18 months of the effective date of this Agreement unless prior to that time LICENSEE has completed the Required $1,000,000 Funding Closing and has notified ESCALON of that closing under Section 7.4. 14.6 ESCALON may terminate this Agreement without cause upon ninety (90) days’ prior written notice to if LICENSEE has not completed a clinically acceptable prototype within three years of the other party. (d) A Party shall have a right to Effective Date. Subsequently thereafter, ESCALON may terminate this Agreement immediately upon written notice to if LICENSEE has not achieved its First Commercial Sale within five years after the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other PartyEffective Date. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning be effective on the Effective Distribution Date and ending twenty-four shall terminate upon the earlier to occur of: (24i) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless last date on which either Party provides notice of non-renewal is obligated to provide any Service to the other Party at least in accordance with the terms of this Agreement and (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety. (b) (i) Without prejudice to a Recipient’s rights with respect to a Force Majeure set forth in Section 9.19, a Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof: (A) for any reason or no reason, effective as of the end of a calendar month ending no earlier than ninety (90) days after the Effective Date, upon providing (i) with respect to Service Schedules with an original duration less than or equal to twelve (12) months, at least forty-five (45) days’ prior written notice to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance Provider, (ii) with the provisions hereof. respect to Service Schedules with an original duration greater than twelve (b12) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon months, ninety (90) days’ prior written notice to the Provider, or (iii) notice in accordance with such other partynotice period as may be specified in the applicable Service Schedule, provided that this provision will not prevent the expiration of any Service Schedules with a duration that is less than ninety (90) days; or (B) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient. (dii) A Party shall have a right to Provider may terminate this Agreement immediately with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the other Party in Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services, including making payment of Service Charges when due, and such failure shall continue uncured for a period of thirty (30) days after receipt by the following circumstances:Recipient of a written notice of such failure from the Provider. (1iii) In the event of a termination under Section 7.1(b)(i) or (ii), the Recipient shall pay to the Provider (A) any representation unamortized Exit Costs and Stranded Costs and (B) any breakage or warranty made termination fees, and other termination costs not included in the Exit Costs or Stranded Costs, payable by the Provider, solely as a result of the early termination of this Agreement, with respect to any resources or pursuant to any other Party third-party agreements that were used by the Provider to provide such Service (or an equitably allocated portion thereof, in this Agreement shall be incorrect in the case of any material respect such equipment, resources or agreements that also were used for purposes other than providing Services) (“Termination Charges”). The Provider will provide to the Recipient an invoice for the unamortized Exit Costs and shall not have been corrected Stranded Costs, and Termination Charges, within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) days following the other Party shall default in the performance date of any obligation or undertaking under termination of this Agreement under Section 7.1(b)(i) or (ii) and will provide reasonable documentary evidence to substantiate such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other PartyTermination Charges. (eiv) Bank The relevant Schedule shall not be obligated updated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is remove any Service terminated pursuant to subsection 10(bunder Section 7.1(b)(i) or by Bank pursuant to subsection 10(d(ii). (fv) In the event that any Service is terminated other than at the end of a month, and the Service Charge associated with such Service is a fixed fee, such Service Charge shall be pro-rated appropriately. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on the applicable Service Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of this Agreement either another Service in part or accordance with Section 7.1(b)(i)(A), then the Parties shall negotiate in whole shall not discharge any Party from any obligation incurred prior good faith to amend the Service Schedule relating to such terminationaffected continuing Service. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This The effective period of this Agreement (the "Term") shall have an initial term beginning begin on the Effective Separation Date and ending twenty-four continue thereafter for a period of five (245) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term years or any Renewal Term or this Agreement is until earlier terminated termination in accordance with clause (b) of this Section 12. Any Release issued by Distributor before the provisions hereofeffective date of termination and in accordance with Sections 6 and 7 hereof shall be fulfilled by the Manufacturer. (b) This Agreement shall Either party may (i) terminate immediately upon this Agreement, or (ii) terminate its obligations as Manufacturer and the expiration other party's rights as Distributor of such Manufacturer terminating party's Products hereunder, prior to the date five (5) years following the Separation Date without prejudice to any rights or earlier termination liabilities accruing up to the date of termination: (i) in the event of a material breach by the other party of any of the Loan Sale terms and conditions of this Agreement, by giving the other party notice of such breach, and provided that such breach shall not have been cured within sixty (60) days following such notice; and (ii) immediately, by written notice thereof, if any of the following events or an event analogous thereto occurs: a. an adjudication has been made that the other party is bankrupt or insolvent; b. the other party has filed bankruptcy proceedings or has had such proceedings filed against it, except as part of a bona fide scheme for reorganization; c. a receiver has been appointed for all or substantially all of the property of the other party; d. the other party has assigned or attempted to assign this Agreement for the benefit of its creditors; or e. the other party has begun any proceeding for the liquidation or winding up of its business affairs. (c) Either Party A Distributor may terminate its rights and the corresponding Manufacturer's obligations under this Agreement without cause upon ninety with respect to the Distributed Products that such Distributor has distributed, effective at any time, provided it has given the Manufacturer at least sixty (9060) days’ days prior written notice to thereof. Any such termination under this clause (c) shall not relieve such Distributor of its supply obligations or deprive the other partyparty of its distribution rights hereunder. (d) A Party Termination under this Section 12 shall have be in addition to and not a right to terminate this Agreement immediately upon written notice to the substitute for other Party in any rights or causes of action of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyterminating party. (e) Bank Termination of this Agreement or of a Distributor's rights and the corresponding Manufacturer's obligations hereunder shall not be obligated in any way operate so as to approve Applications impair or establish new Loan Accounts after termination destroy any of this Agreement; providedthe rights or remedies of either party, that Bank either at law or in equity, nor shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated it relieve the parties of their obligations pursuant to subsection 10(b) or by Bank pursuant to subsection 10(dSections 4 (a), 5, 8, 9, 10, 11, 13, 14, 15, 19 and 20 hereof. (f) The termination Each party acknowledges, both in its capacity as a Distributor and as a Manufacturer, that it has no right to renew or extend this Agreement, or either distribution relationship hereunder, following the end of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination the Term of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to . This Agreement may be renewed or extended only upon and on in accordance with the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive a written agreement by the expiration parties to that effect, which the parties are under no obligation to negotiate or earlier termination of this Agreemententer into.

Term and Termination. (a) 18.1 This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectivelycontinue in force, the Initial Term and Renewal Term(s) shall be referred to except as the “Term”)provided by Clause 18.3, unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier and until terminated in accordance with the provisions hereofof Clause 18.2. (b) This Agreement 18.2 Without prejudice to any other right or remedy which may be available to it, either party shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may be entitled summarily to terminate this Agreement without cause upon ninety (90) days’ prior by giving written notice to the other partyother. (di) A Party shall have a right to terminate this Agreement immediately upon written notice to if the other Party in party has committed a material breach of any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall its obligations hereunder which is not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance capable of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectremedy; or (5ii) there if the other party has committed a material breach of any of its obligations hereunder which is capable of remedy but which has not been remedied within a materially adverse change in period of sixty (60) days following receipt of written notice to do so; or (iii) makes any voluntary arrangement with its creditors for the financial condition settlement of its debts or becomes subject to an administration order; or (iv) has an order made against it. or passes a resolution, for its winding-up (except for the purposes of amalgamation or reconstruction) or has an encumbrancer take possession or has a receiver or similar officer appointed over all or substantially all of its property or assets. 18.3 After a period of seven and one half (7.5) years from the Effective Date of the other Party. 1995 Agreement (ethe “Initial Period”), the licence set forth in Clause 5 shall expire automatically whereupon LGS shall have no further right or licence in respect of the Tools. However, LGS may renew the licence granted under the provisions of Clause 5, subject to the provisions of Clauses 18.3(i) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination and (ii), for a further term of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued seven (7) years upon payment of a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(dfee (“Renewal Fee”). (fi) The termination LGS may exercise its rights to renew, as provided by this Clause 18.3, provided that LGS gives to ARM not less than six (6) months notice in writing of its intention to so renew, expiring on the seventh anniversary of the Effective Date. (ii) Upon receipt of LGS’s notice served in accordance with Clause 18.3(i), the parties shall enter into good faith negotiations to agree a reasonable Renewal Fee. For the avoidance of doubt, LGS shall not be entitled to exercise any of the rights contained in Clause 5 unless and until agreement has been reached and the Renewal Fee has been paid to ARM. 18.4 LGS and ARM acknowledge that each and every term and condition of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior has been fully and completely negotiated and such terms and conditions closely relate to such termination. (g) Upon termination each other. In the event that the Korean governmental authorities, including the Korean Fair Trade Commission, during the review of this Agreement, Company shall purchase all Loan Accounts established by Bank prior Agreement require a modification to and on one or more of the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration clauses or earlier termination of this Agreement. ARM shall have the option to renegotiate the entire Agreement or accept the applicable modification of the Agreement as required by such governmental authorities.

Term and Termination. (a) 14.1 This Agreement shall have be effective when (i) signed by an initial term beginning on the Effective Date Authorized Representative of Member and ending twentyaccepted by Navigant and (ii) Member delivers to Navigant all documents and information, including any set-four (24) months thereafter (the “Initial Term”up form(s) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days electronic data reasonably required by Navigant prior to commencing to provide the end Services. Navigant will determine the adequacy of such documentation and information in its sole discretion and may refuse to provide the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofServices to Member until adequate documentation and information are provided. (b) 14.2 This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. continue in effect until terminated by either party with ten (c10) Either Party may terminate this Agreement without cause upon ninety (90) daysCalendar Days’ prior written notice to the other party. (d) A Party shall have a right to other, provided that Member may terminate this Agreement or any Appendix immediately upon written its receipt of notice to the other Party from Navigant of a change in any or amendment of the following circumstances: (1) provisions of this Agreement, the Services or any representation or warranty made by Appendix that is not acceptable to Member, in accordance with Section 20 of this Agreement. Either party may terminate an Appendix in accordance with the other Party in provisions of this Section without terminating either this Agreement shall or any other Appendix. Upon termination of this Agreement or any Appendix, Member shall, at its expense, return to Navigant, in the same condition as when delivered to Member, normal wear and tear excepted, all property belonging to Navigant and all proprietary material delivered to Member in connection with the terminated Service(s). 14.3 If an Appendix is terminated in accordance with this Agreement, Member must contact the Electronic Services Department for instructions regarding the cancellation of all future-dated payments and transfers. Navigant may continue to make payments and transfers and to perform other Services that Member has previously authorized or may subsequently authorize; however, Navigant is not under any obligation to do so. Navigant will not be incorrect liable if it chooses to make any payment or transfer or to perform any other Services that Member has previously authorized or subsequently authorizes after an Appendix had terminated. 14.4 Notwithstanding the foregoing, Navigant may, without prior notice, terminate this Agreement and terminate or suspend any Service(s) provided to Member pursuant hereto (i) if Member or Navigant closes any Account established in connection with the Service, (ii) if Navigant determines that Member has failed to maintain a financial condition deemed reasonably satisfactory to Navigant to minimize any credit or other risks to Navigant in providing Services to Member, including the commencement of a voluntary or involuntary proceeding under the United States Bankruptcy Code or other statute or regulation relating to bankruptcy or relief of debtors, (iii) in the event of a material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall breach, default in the performance or observance of any obligation term, or undertaking breach of any representation, covenant or warranty by Member, (iv) in the event of default by Member in the payment of any sum owed by Member to Navigant hereunder or under any note or other agreement, (v) if there has been a seizure, attachment or garnishment of Member’s Account(s), assets or properties, (vi) if Navigant believes immediate action is required for the security of Navigant or Member funds, (vii) in the event of termination of a third party contract by Member or Navigant which is necessary for the performance of one or more Services, or (viii) if Navigant reasonably believes that the continued provision of Services in accordance with the terms of this Agreement or any Appendix would violate federal, state or local laws or regulations or would subject Navigant to unacceptable risk of loss. In the event of any termination hereunder, all fees due Navigant under this Agreement as of the time of termination shall become immediately due and such default payable. Notwithstanding any termination, this Agreement shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief remain in full force and effect with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred all transactions initiated prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 13.1 This Agreement agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically continue for two (2) successive terms a period of one (1) year each from the Service Commencement Date, unless otherwise terminated as provided in this agreement. After the initial term of one (each a 1) year (“Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), this agreement shall automatically renew for yearly periods, unless either Party provides party gives notice of non-renewal to the other Party terminating this agreement, in writing, at least ninety (90) days prior to before the end of the Initial Term then current term of this agreement. 13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if: (a) the other party fails to pay any Renewal Term or undisputed amount due under this Agreement is earlier terminated agreement on the due date for payment and it remains in accordance with the provisions hereof.default not less than ten (10) business days after being notified in writing to make such payment; (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have party commits a right to terminate this Agreement immediately upon written notice to the other Party in material breach of any of the following circumstances: (1) any representation or warranty made by terms of this agreement provided, if such a breach is remediable, the other Party party in this Agreement shall be incorrect in any material respect and shall not have been corrected breach fails to remedy that breach within thirty (30) Business Days after written notice thereof has been given to such other Party;days of that party being notified in writing of the breach; or (2c) the other Party shall default party becomes insolvent, is the subject of a petition for creditor protection or a petition in the performance bankruptcy or of any obligation or undertaking other proceedings under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship insolvency or other similar law now laws or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general makes an assignment for the benefit of creditorscreditors (or any event occurs, or shall fail generally proceeding is taken, with respect to pay its debts as they become due, the other party that has an effect equivalent or shall take any corporate action similar to authorize any of the foregoingevents mentioned in this clause). 13.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (4b) an involuntary case or each party shall return and make no further use of any Confidential Information, equipment, property, materials and other proceeding, whether pursuant items (and all copies of them) belonging to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; orparty; (5c) there is a materially adverse change within fifteen (15) days of the effective date of termination, the Supplier shall return to the Customer the then most recent back-up of the Customer Data in the financial condition Supplier’s possession, either in its then current format or in an industry standard format nominated by the Customer (in which event the Customer will reimburse the Supplier’s reasonable data conversion expenses), save that the Supplier may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under clause 13.3(d); (d) the other Party.Customer shall for a period of twelve (12) months following termination of this agreement be entitled to require access to any Customer Data held by the Supplier (in which event the Customer will reimburse the Supplier’s reasonable expenses incurred in providing such access); and (e) Bank the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including, clause 9, clause 10, clause 11 and clause 12), shall not be obligated to approve Applications affected or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d)prejudiced. (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This 11.1 Unless terminated earlier pursuant to the provisions hereunder, and except as otherwise provided hereunder, this Agreement shall have an initial term beginning on remain in full force and effect from the Effective Commencement Date and ending twenty-four (24) months thereafter (until the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end earlier of the Initial Term or any Renewal Term or this date that: 11.1.1 the Agreement is earlier terminated in accordance with expires pursuant to Clause 2.2 due to a failure to satisfy the provisions hereofConditions Precedent before the Long Stop Date; 11.1.2 the Company enters into the Licence pursuant to Clause 7.4; or 11.1.3 the Company assigns the Company Intellectual Property and sub-licenses the XOMA IP to CRT pursuant to Clause 7.5. (b) This Agreement shall terminate immediately upon the expiration or earlier termination 11.2 Any of the Loan Sale Agreement. (c) Either Party Parties hereto may at any time terminate this Agreement without cause upon ninety (90) days’ prior written notice Agreement, but shall not be obliged to the other party. (d) A Party shall have a right to terminate this Agreement immediately do so, upon written notice to the other Party in any of (being the Charity and CRT where the terminating Party is the Company, or the Company where the terminating Party is the Charity or CRT) under the following circumstances: (1) any representation or warranty made by 11.2.1 in the event that the other Party commits a material breach of this Agreement and does not fully remedy, if capable of remedy, the same within sixty (60) days of its receipt of written notice of the breach from any other Party; or 11.2.2 in the event, in respect of a Party: that respective Party proposes a voluntary arrangement for that respective Party or a voluntary arrangement is approved for that respective Party; or an administration order is made as to such Party; or a receiver or administrative receiver is appointed of any of such Party’s assets; or undertakings or a winding-up resolution or petition is passed as to such Party (otherwise than for the purpose of solvent reconstruction or amalgamation); or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar; or equivalent action is taken against or by such Party by reason of its insolvency. A Party shall notify the other Parties immediately upon becoming aware that any of the events identified in this Clause 11.2.2 has or is likely to take place in relation to it. 11.3 The Charity shall have the right to terminate this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after forthwith, upon written notice thereof to the Company: 11.3.1 if the Charity has been given an insufficient quantity of IMP of the standard required to such other Party; (2) perform the other Party shall default in the performance of any obligation or undertaking activities envisaged under this Agreement and such default (whether due to a breach by the Company of Clause 8.2 or otherwise); 11.3.2 in accordance with Clause 3.6; or 11.3.3 if the Charity considers in its sole discretion that it would be unethical or otherwise undesirable for any reason to proceed or continue with the Clinical Trial. 11.4 The Charity shall continue for thirty (30) Business Days after have the right to terminate this Agreement forthwith, upon written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment Company if, by way of a trusteemerger, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations acquisition or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of Company becomes a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Tobacco Party. (e) Bank shall 11.5 The Parties may by mutual written agreement terminate this Agreement for any reason, including, if in their opinion the objectives of the Clinical Trial cannot be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d)achieved. (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on take effect upon the Effective Date date first written above, and ending twenty-four shall remain in effect for seven (247) months thereafter years (the “"Initial Term”"). Thereafter, this Agreement will automatically renew for one term of three (3) and shall renew automatically for two years (2) successive terms of one (1) year each (each a “"Renewal Term,” collectively, the Initial Term and Renewal Term(s") shall be referred to as the “Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety other, not less than twelve (9012) days months prior to the end of the Initial Term or any Renewal Term or Term, of its intent to terminate this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) . Either Party may terminate this Agreement without cause reserving all other remedies and rights hereunder in whole or in part and otherwise available in law or equity, upon ninety (90) days’ prior the occurrence of an Event of Default, as defined herein. Upon the occurrence of an Event of Default, the non-defaulting Party may terminate this Agreement by giving notice of its intent to terminate. Such written notice to shall describe the other party. (d) A Party Event of Default. Fingerhut shall have a the right to terminate this Agreement immediately upon by written notice to Metris upon the other Party in any occurrence of the following circumstances: a Change of Control (1as defined below) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself Metris. A "Change in Control" shall be deemed to have occurred if (a) any person or its debts under any bankruptcy, insolvency, receivership, conservatorship group (within the meaning or other similar law now or hereafter Rule 13d-5 of the Securities Exchange Act of 1934 as in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date hereof) other than Fingerhut shall own directly or indirectly, beneficially or of termination that have not already been purchased record, shares representing more than 25% of the aggregate ordinary voting power represented by Company. After terminationthe issued and outstanding capital stock of Metris; (b) a majority of the seats (other than vacant seats) on the board of directors of Metris shall at any time be occupied by persons who were neither (i) nominated by Fingerhut, Company shall purchase all Loan Accounts originated or by Bank pursuant to subsection 10(e). the board of directors of Metris, nor (hii) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.appointed by directors so nominated; or

Term and Termination. 7.1 This Agreement may be terminated at any time by 60 days notice from either party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by written notice to the Third Party Deposit Provider, immediately terminate this Agreement if any of the following events shall occur: (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms Third Party Deposit Provider is in breach of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end any of the Initial Term or any Renewal Term or this Agreement is earlier terminated representations and warranties set out in accordance with the provisions hereof.Clause 8; or (b) This Agreement shall terminate immediately upon any event occurs which will or would, in the expiration or earlier termination reasonable opinion of the Loan Sale Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of taxation in respect of interest payable under this Agreement.; or (c) Either the Third Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice Deposit Provider ceases or threatens to the other party.cease to carry on business or is unable to pay its debts when due; or (d) A an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party shall have a right to terminate this Agreement immediately upon written notice Deposit Provider or an order is made for the appointment of an administrator or receiver to the other Third Party in Deposit Provider or any analogous event occurs or any analogous action is taken under any law by which the Third Party Deposit Provider or any of the following circumstances:its assets is bound or affected; or (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2e) the other Third Party shall default in the performance Deposit Provider fails to perform any of any obligation or undertaking its obligations under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) failure remains unremedied at the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any expiry of the foregoing; (4) an involuntary case or other proceeding, whether third Business Day specified in the notice served pursuant to banking regulations or otherwisethis Clause 7.2, provided that the notice shall be commenced against have specified the other Party seeking liquidationfailure in question and the action required to remedy it. For the avoidance of doubt, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole pursuant to this Clause 7.2 shall not discharge terminate any Party from any obligation incurred prior to outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such terminationDeposit until the maturity date of each such Deposit. (g) Upon 7.3 Any termination of this Agreement, Company Agreement shall purchase all Loan Accounts established be without prejudice to the accrued rights of each of the parties hereto in respect of any antecedent breach by Bank prior to and on any of the date other parties hereto of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms any of this Section 10 shall survive the expiration or earlier termination provisions of this Agreement.

Term and Termination. (a) This Agreement Agreement, unless sooner terminated upon the occurrence of any of the events listed below, shall have an initial term beginning terminate on the Effective Date and ending twenty-four earlier to occur of (24i) months thereafter (the “Initial Term”termination of this Agreement pursuant to Section 2(b)(ii) and shall renew automatically for two (2ii) successive terms the date of one the liquidation of the last Investment held in the Account following the termination of the Commitment Period pursuant to Section 2(b)(i). (1b) year each The Investor may terminate this Agreement by written notice to the Manager immediately, upon the bankruptcy, liquidation or dissolution of the Manager or in the event that the Manager materially breaches this Agreement and such breach is not cured within 30 days of receipt by the Manager of the Investor written notice of such breach. (each a “Renewal Term,” collectivelyc) The Manager may terminate this Agreement by written notice to the Investor immediately, upon the bankruptcy, liquidation, or dissolution of the Investor or in the event that the Investor materially breaches this Agreement, including, but not limited to, its obligation to fund the Account, and such breach is not cured within 30 days of receipt by the Investor of the Manager’s written notice of such breach. (d) Notwithstanding any provision hereof to the contrary, in the event that either Party hereto alleges that the other Party has been grossly negligent or committed fraudulent or willful misconduct with respect to this Agreement or the transactions contemplated hereunder, the Initial Term and Renewal Term(s) alleging Party shall be referred to as the “Term”), unless either Party provides give written notice of non-renewal thereof to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or Party, whereupon this Agreement is earlier terminated shall be suspended until the resolution of such allegation in accordance with the provisions of Section 15 hereof. . During any such suspension, (bi) This Agreement the Investor shall terminate immediately upon not be required to make any payments required to be made under Section 5 hereof to the expiration or earlier termination Manager and (ii) the Manager shall not be required to perform any services on behalf of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation Investor or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it Account or any substantial part of its property, or shall consent to Investment; provided that any such relief or suspension will not have any effect on the Investor’s and the Manager’s respective rights and obligations (including the Investor’s obligation to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4meet capital calls) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcyInvestment which, insolvencyprior to the suspension of this Agreement, receivershipthe Manager, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition on behalf of the other PartyInvestor, entered into a binding commitment or letter of intent to acquire or in order to meet unfunded commitments for outstanding Investments of the Investor. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination Except as otherwise provided herein, during the term of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment the Investor may not, without the Manager’s prior to terminationwritten consent, unless this Agreement is terminated pursuant to subsection 10(b) withdraw funds or by Bank pursuant to subsection 10(d)any Investments from the Account. (f) The termination Sections 2, 6 (to the extent of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (gunpaid costs and expenses), 9, 11, 12(e), 13, 14(b) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 16 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 6.1. This Agreement shall have an initial term beginning be in effect for undefined period of time commencing on the Effective Date and ending twenty-four (24) months thereafter date in which the Affiliate executed the Registration Form (the “Initial Term”) “). 6.2. This Agreement may be terminated with immediate effect by either party, with or without cause, by providing the other party with termination notice. For the avoidance of doubt, and shall renew automatically for two (2) successive terms without derogating from the generality of one (1) year each (each a “Renewal Term,” collectivelythe foregoing, the Initial Term and Renewal Term(s) it is clarified that eToro shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right permitted to terminate this Agreement immediately with immediate effect upon written notice to the other Party in any breach of the following circumstances: (1) this Agreement including any representation or warranty made herein by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given Affiliate without having to provide the Affiliate with the opportunity to rectify such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partybreach. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 6.3. Upon termination of this Agreement either for whatever reason: (a) each party shall forthwith return to the other party all property of the other party in part its possession or control (including all documentation, creative materials and all Confidential Information), including any copies and derivations thereof. In addition, the Affiliate shall destroy all of the foregoing (in whole the case of a software by erasing it from the magnetic media on which it is stored) and certify in writing to eToro that they have been destroyed; (b) the Affiliate shall not discharge immediately cease to market and/or promote the Trading Platform in any Party from manner, shall cease to use any obligation incurred prior of eToro’s Intellectual Property Rights, trade secrets and technical know-how and shall immediately cease displaying any eToro Brands and/or other eToro’s material on any website or otherwise; and (c) all rights granted to such termination. (g) Upon termination the Affiliate hereunder will immediately cease; provided, however, that the Affiliate shall be entitled to receive the Fees pursuant to terms and conditions of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on during the three (3) months period immediately following the effective date of termination of this Agreement unless eToro is prohibited from making such payment due to regulatory reasons at its reasonable discretion. Notwithstanding, in the event that have the Agreement shall be terminated by eToro due to any breach of the Agreement by the Affiliate including any representation or warranty made herein, then following such termination the Affiliate shall not be entitled to receive the Fees and/or any other payment hereunder, including any payment with respect to any Customer for which the Affiliate was entitled to receive Fees prior to such time and including any payments already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant accrued in favor of the Affiliate prior to subsection 10(e)such time and not yet paid to the Affiliate. (h) The terms 6.4. In the event that such termination shall be made by eToro due to any breach of this Section Agreement by the Affiliate including any representation or warranty made herein, then such termination shall be without prejudice to any other remedy to which eToro may be entitled under any applicable law and/or this Agreement. In the event of termination or expiration of this Agreement for any reason whatsoever, no sums or other form of compensation shall be due to the Affiliate from eToro by reason of goodwill, loss of future profits, reimbursed investment, severance, or any concept or in the nature of a termination indemnity. Termination of this Agreement for any cause shall not release either party from any liability which at the time of termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission prior to termination or from any obligation which is expressly stated herein to survive termination. Any provision of this Agreement which should survive and/or may be reasonably interpreted as surviving the termination of the Agreement, including the provisions of sections 2.2, 2.3, 7, 8, 9 and 10 to this Agreement, shall survive the expiration or earlier termination of this the Agreement.

Term and Termination. (a) This Agreement shall have an initial will become effective upon the date first set forth above, will continue in effect throughout the term beginning on of the Effective Date Distribution Agreement, and ending twenty-four (24) months thereafter (will terminate automatically upon any termination of the “Initial Term”) and shall renew automatically for two (2) successive terms Distribution Agreement; provided, however, that, notwithstanding such termination of one (1) year each (each a “Renewal Term,” collectivelythe Distribution Agreement, the Initial Term and Renewal Term(s) shall be referred Adviser will continue to as the “Term”), unless either Party provides notice of non-renewal pay to Distributor all fees to which Distributor is entitled pursuant to the Distribution Agreement for services performed through such termination date and any other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereoffees payable upon such termination. (b) This Agreement shall will terminate immediately upon and automatically in the expiration or earlier termination event the Distributor is expelled as a member of the Loan Sale Agreement. (c) Either Party NASD, and the Adviser may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to in the other Party in any of event the following circumstances:Distributor's NASD membership is suspended. (1c) any representation or warranty made by the other Party in In addition, either party may immediately terminate this Agreement shall in whole or if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or with the service and payment model remaining substantially as reflected herein, a substantial risk that such a violation could occur would be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party;incurred. (2d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other Party shall default in the performance of any obligation or undertaking under party materially breaches this Agreement and such default shall continue for thirty (30) Business Days the breach is not remedied within 30 days after the party wishing to terminate gives the breaching party written notice thereof of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been given to such other Party; found guilty of criminal or unethical behavior in the conduct of its business; or (3iii) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general party makes an assignment for the benefit of its creditors, files a voluntary petition under any bankruptcy or shall fail generally to pay its debts as they become dueinsolvency law, becomes the subject of an involuntary petition under any bankruptcy or insolvency law that is not dismissed within 60 days, or shall take a trustee or receiver is appointed under any corporate action to authorize any of the foregoing; (4) an involuntary case bankruptcy or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against insolvency law for the other Party seeking liquidation, reorganization, or other relief with respect to it party or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This 7.1 Unless and until terminated earlier pursuant to this section 7 or section 13, this Agreement shall have continue in force for an initial term beginning on of five (5) years from the Effective Date and ending twenty-four shall thereafter be automatically renewed for additional twelve (2412) months thereafter (month terms, each commencing upon the “Initial Term”) and shall renew automatically for two (2) successive terms expiration of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either previous term. 7.2 Either Party provides notice of non-renewal to the other Party may terminate without cause any Services in whole or in part at least any time upon ninety (90) days prior written Notice to the end other Party. Service Recipient shall continue to pay fees for the terminated Services received during such ninety (90) day period and during any period in which transition assistance is provided under section 7.9. In the case of a Service Provider termination Notice, such Notice period shall be extended to take into account the Initial Term transition assistance described in section 7.9 necessary to ensure that either the Service Recipient’s (a) assumption of such Services or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) receipt of such Services from a Third Party is reasonably enabled. 7.3 This Agreement or any SOW may be terminated by a non-defaulting Party if a material default (including by any Contractor of a Party) occurs and (i) shall terminate immediately upon continue unremedied for thirty (30) days after the expiration defaulting Party has received written Notice of such a default or earlier termination (ii) after agreeing to a remediation plan with the non-defaulting Party, the defaulting Party fails to substantially implement such plan within thirty (30) days after the defaulting Party has received written Notice of the Loan Sale Agreementsuch a default. (c) Either 7.4 A Party may terminate this Agreement without cause upon ninety (90) days’ prior or any SOW immediately by written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice Notice to the other Party in if so required by any Law or Governmental Entity. 7.5 Upon a Party (a) entering into arrangements with its creditors, (b) seeking the benefit or protection of the following circumstances: bankruptcy proceedings or (1c) any representation becoming insolvent or warranty made by discontinuing its operations, the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under may terminate this Agreement and such default shall continue for thirty (30) Business Days after all SOWs hereunder at any time upon provision of prior written notice thereof has been given Notice to such other the terminated Party;. (3) 7.6 This Agreement and any SOW may be terminated as to a Party in the other Party shall commence event of the exercise of authority by a voluntary case Governmental Entity, which results in the expropriation or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment confiscation of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it that Party’s business property or any substantial part of its propertythat Party’s authorization or rights under this Agreement, or shall consent upon provision of written Notice to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party, which written Notice includes the applicable termination date. (e) Bank shall not be obligated 7.7 Subject to approve Applications or establish new Loan Accounts after termination of this Agreement; providedsections 7.9 and 7.10, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is and any SOW will be automatically terminated pursuant as to subsection 10(bany Party in the event of (a) the dissolution of that Party or by Bank pursuant to subsection 10(d)(b) the divestiture and subsequent loss of “Affiliate” status hereunder of that Party. (f) The termination 7.8 Termination or expiration of this Agreement either in part or in whole any SOW shall not discharge any Party from any terminate the obligation incurred prior of the Parties to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to pay fees and expenses that may be due and unpaid on the date of termination or expiration or for Services that have been provided but which have not already yet been purchased by Companyinvoiced on the date of termination or expiration. After terminationFor the avoidance of doubt, Company if any SOW remains in effect at such time that this Agreement is terminated or expires, then notwithstanding such termination or expiration of this Agreement, each such SOW shall purchase all Loan Accounts originated by Bank continue in effect for the term provided therein, and the terms and conditions of this Agreement shall remain applicable thereto. 7.9 Subject to section 7.10, (a) commencing six (6) months prior to the expiration of this Agreement or any SOW or (b) commencing upon a notice of non-renewal or termination of an SOW or this Agreement (if there are outstanding SOWs at such time), including termination pursuant to subsection 10(esection 7.7(a), and continuing (as requested by Service Recipient) for up to eighteen (18) months after the effective date of expiration or, if applicable, of termination of an SOW or this Agreement (the “Transition Period”), the Service Provider shall provide to the Service Recipient, or at the Service Recipient’s request to the Service Recipient’s designee, the reasonable termination or expiration assistance requested by the Service Recipient (the “Transition Services”) to allow the Services being performed under this Agreement or the SOW to continue without interruption or adverse effect and to facilitate the orderly transfer of such Services to the Service Recipient or its designee. Service Provider shall also provide Transition Services in the event of any partial termination of this Agreement or an SOW by Service Recipient, such assistance to commence upon Service Recipient’s notice of termination to Service Provider. If requested by Service Provider, prior to provision of termination or expiration assistance to any designee of Service Recipient, Service Recipient will ensure that such designee has first signed a confidentiality agreement with Service Provider, which contains terms and conditions reasonably acceptable to Service Provider. Each Party shall bear its own costs incurred in connection with the Transition Services. 7.9.1 Service Provider shall use commercially reasonable efforts to provide Transition Services utilizing Service Provider personnel then being regularly utilized in performing the Services. 7.9.2 The Parties will agree on specific Transition Services to be furnished by Service Provider, provided that Transition Services shall include, as a minimum: (hi) The assisting Service Recipient in the development of a transition plan, (ii) making available necessary personnel and resources to facilitate the transition, and (iii) reasonable support for the transition of data and systems to the Service Recipient or its designee. In the event Service Recipient elects not to purchase Transition Services, Service Provider shall not, through any acts or omissions, in any manner knowingly impede the transition process. 7.9.3 During the Transition Period, Service Provider shall continue to provide the Services to the Company on the terms and conditions of this Section 10 Agreement and any applicable SOW. All representations, warranties and covenants relating to the Services shall apply to the Transition Services and will survive the expiration or earlier termination of this Agreement with respect to the Transition Services. 7.9.4 Any disputes between the Parties concerning the provision of any such Transition Services shall be resolved in accordance with the dispute resolutions provisions of this Agreement. 7.10 In the event that Synchrony Financial divests its interest in a Party to this Agreement due to the insolvency of such Party, (i) the terms of this Agreement shall continue to govern any SOW’s that have been entered into between the Parties prior to the effective date of such divestiture for a period of twelve (12) months after such divestiture; and (ii) the terms of section 7.9 shall not apply and the divested Party shall not be entitled to receive any Transition Services in connection with such divestiture. If such divested Party is not insolvent at the time of divestiture by Synchrony Financial, (i) Service Provider agrees to undertake, in good faith, the negotiation of a transition services agreement pursuant to which (if executed) certain of the Services described herein would be provided at the election of the entity purchasing the divested Party; and (ii) the terms of section 7.9 shall not apply and neither the divested Party nor the entity purchasing the divested Party shall be entitled to receive any Transition Services prior to or following the divestiture.

Term and Termination. (a) This 9.1 Unless earlier terminated as provided in this Agreement, the initial term of this Agreement shall have an initial term beginning on commence as of the Effective Date and ending twenty-four conclude on December 31, 2005. Thereafter, this Agreement will automatically renew for three (243) year periods. Notwithstanding the foregoing, this Agreement may be terminated at any time by BMS on three (3) years written notice to NA or by NA on six (6) months thereafter (written notice to BMS. 9.2 Upon the “Initial Term”) and happening of any of the following .events, either party shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, have the Initial Term and Renewal Term(s) shall be referred right to as the “Term”), unless either Party provides terminate this Agreement upon written notice of non-renewal such termination to the other Party at least ninety party: (90a) Any material breach by the other party of this Agreement, which material breach continues for a period of thirty (30) days prior after the non-defaulting party shall have given notice thereof to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof.defaulting party, or (b) This Agreement shall terminate immediately upon The other party becomes insolvent, is adjudicated as bankrupt or otherwise seeks or receives protection under the expiration or earlier termination bankruptcy laws of the Loan Sale Agreement.United States, has a receiver or trustee appointed for all or part of its assets and business, executes and delivers an assignment for the benefit of its creditors or is liquidated, dissolved or wound-up or (c) Either Party The continuance of an event of force majeure for a period of more than sixty (60) days. 9.3 The objective of this Agreement is to realize in an economical and reasonable way the interests and requirements of both parties. If at any time during the term of this Ageement, this objective is no longer met due to: · (a) regulatory changes(s), or economic circumstances, which could not have been foreseen at the time of execution of this Agreement causing undue and prolonged hardship; or (b) any substantial increase in Seller’s direct or indirect cost relating to Uranium targets or radioactive waste disposal; (c) changes in the selling price effected by the entrance into the market of sellers capable of meeting the volume commitments contemplated under this Agreement; then the parties shall negotiate in good faith in an effort to modify this Agreement in accordance with any of the matters described above and such negotiations shall commence within **** (****) days of one party’s written notice to the other of (a) and/or (b) above. During any negotiation period, the pricing increments defined in Exhibit C will continue in effect. In the event the parties are unable to agree upon a satisfactory modification of this Agreement within **** (****) days of commencement of negotiations (“negotiation period”), the party requesting the modification may terminate this Agreement without cause upon ninety within **** (90****) days’ prior days following expiry of the negotiation period by providing **** (****) days written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party 9.4 The warranties and indemnities contained in this Agreement shall be incorrect in survive any material respect and expiration or termination hereof, as shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any confidentiality obligations of the foregoing; (4) an involuntary case or other proceeding, whether parties pursuant to banking regulations Article 8 hereof. Otherwise, upon expiration or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either as provided in part this Article 9, except as expressly provided herein, the parties shall have no further liabilities, duties or in whole shall not discharge obligations under this Agreement, except for any Party from any obligation incurred liabilities, duties or obligations which may have arisen prior to such expiration or termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 9.1 This Agreement shall have an initial term beginning on become effective as of the Effective Date and ending twenty-four shall continue to be effective until the earlier of (24i) months thereafter August 31, 2014, or (the “Initial Term”ii) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with this Section 9, after which all rights, obligations and licenses of the parties hereunder shall cease. Notwithstanding the foregoing, the following shall survive any termination or expiration of this Agreement: all obligations that accrued prior to the effective date of termination or expiration (including without limitation, payment obligations); and the provisions hereofof Sections 4 and 7-13. (b) This Agreement shall terminate immediately upon the expiration or earlier termination 9.2 If either is in breach of the Loan Sale Agreement. (c) Either Party may terminate a provision of this Agreement without cause and such default is not corrected within *** of receipt of written notice from the non-defaulting party specifying the default, this Agreement may be terminated by the non-defaulting party upon ninety (90) days’ prior a written notice to the other defaulting party. (d) A Party 9.3 Toshiba shall have a the right to terminate this Agreement immediately upon written notice if the OEM Supply and Manufacturing License Agreement has not been concluded by the parties before April 30, 2014. If Toshiba elects to terminate this Agreement under this Section 9.3, Violin shall reimburse to Toshiba by September 15, 2014 the amount equal to the other Party in any sum of (i) Individual Development Service Fee for each of the following circumstancesProduct which development has not been completed in accordance with Section 2.2, and (ii) the balancing amount of the 1st Sample Fee and 2nd Sample Fee as of the termination date. 9.4 Either party shall have the right to terminate this Agreement immediately if: (1i) any representation The other party files a petition in bankruptcy, undergoes a reorganization pursuant to a petition in bankruptcy, is adjudicated a bankrupt, becomes insolvent, becomes dissolved or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation liquidated, files a petition for dissolution or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general makes an assignment for the benefit of creditors, or shall fail generally to pay has a receiver appointed for its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectbusiness; or (5ii) there The other party is subject to property attachment or court injunction or court order which has a materially adverse substantial negative effect on its ability to fulfill its obligations under this Agreement. 9.5 Toshiba may terminate this Agreement without any liability to Violin upon the occurrence of Change of Control of Violin. For the purpose of this Section 9.5, “Change of Control” means, with respect to Violin, any acquisition of Violin securities by any third party (other than as a result of an initial public offering of such securities), merger with any third party, change in the financial condition majority of the composition of a Violin’s board of directors to any third party, or other Party. transaction or event (eor any series of related transactions or events) Bank shall as a result of which any third party that did not be obligated to approve Applications directly or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment indirectly Control Violin prior to terminationthe transaction or event (or series of transactions or events) thereafter directly or indirectly Controls Violin, unless where “Control” means (a) ownership, directly or indirectly, of 50% or more of the outstanding shares or other ownership interests of Violin, or (b) the right to appoint the majority of the members of the Board of Directors or similar body of Violin. If Toshiba elects to terminate this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of accordance with this Section 10 9.5, Violin shall survive reimburse to Toshiba within fifteen (15) days from the expiration or earlier occurrence of Change of Control the amount equal to the sum of (i) Individual Development Service Fee for each of the Product which development service has not been completed in accordance with Section 2.2, and (ii) the balancing amount of the 1st Sample Fee and 2nd Sample Fee as of the termination of this Agreementdate.

Term and Termination. (a) This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically remain in effect for two (2) successive terms a term of one (1) year each year. The parties also may agree in writing to extend this Agreement for an additional period of time. Notwithstanding the foregoing sentences, either party may terminate this Agreement at any time, upon thirty (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s30) shall be referred to as the “Term”), unless either Party provides days written notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this party. This Agreement is also may be earlier terminated as otherwise provided in accordance with the provisions hereofthis Section 3. (b) This Agreement shall terminate may be terminated immediately upon by either party if the expiration or earlier other party is in breach of this Agreement and fails to correct such breach within fifteen (15) days of written notice of such breach. A breach giving rise to termination of this Agreement may include failure by Tobira to pay any amount due to Consultant hereunder, and may include Consultant not performing the Loan Sale AgreementServices in compliance with the Description of Work or failure to perform such Services in conformity with Tobira’s reasonable standards. (c) Either Party In addition, (i) Tobira may immediately terminate this Agreement without cause upon ninety in the event of any breach by Consultant of the obligations of Section 5, 6, 7 or 8 hereof, and (90ii) each party may immediately terminate the Agreement if the other party dissolves, liquidates, ceases to conduct business, or becomes insolvent or seeks protection pursuant to any bankruptcy, receivership, trust deed, creditors arrangement or comparable proceeding, or such proceeding is instituted against such other party and not dismissed within sixty (60) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The Upon termination of this Agreement either in part for any reason, each party shall be released from all obligations and liabilities to the other occurring or in whole shall not discharge any Party from any obligation incurred prior to arising after the date of such termination. (g) Upon , except as provided in Sections 4, 5, 6, 7, 8 and 9 hereof and except that any termination of this Agreement, Company Agreement shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration relieve Consultant or earlier termination Tobira from any liability arising from any breach of this Agreement.

Term and Termination. (a) This Agreement shall have an 8.1 The initial term beginning of the Agreement will begin on the Effective Date Date, continue for three (3) years, and ending twenty-four (24) months thereafter (the “Initial Term”) and shall automatically renew automatically for two (2) successive terms of succeeding one (1) year each terms; provided that (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(si) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or HI may terminate this Agreement is earlier terminated effective March 31, 2000 by giving written notice to Excite@Home on or before March 31, 2000 in accordance with the provisions hereof. event that HI has not completed an initial public offering of its shares on or before March 20, 2000, and (bii) This Agreement shall terminate immediately upon after the expiration or earlier termination of the Loan Sale Agreement. initial three (c3) Either Party year term either party may terminate this Agreement without cause by giving the other at least one hundred twenty (120) days prior written notice of its intention to terminate. If termination occurs due to failure to complete a public offering, or during any annual renewal term, the Unique and Completed Names to be provided and the Fee to be paid shall be pro rated based upon ninety the portion of the year during which this Agreement remains in effect. 8.2 The parties may terminate the Agreement as follows: (90i) days’ prior either party may terminate this Agreement upon the (a) material breach of the other party, if such breach remains uncured for thirty (30) days following written notice to the breaching party, (b) dissolution or liquidation of the other party. , or (dc) A Party shall have a right to terminate this Agreement immediately upon written notice to bankruptcy or other proceeding for the other Party in any relief of the following circumstances: (1) any representation or warranty made debts by the other Party in this Agreement shall be incorrect in any material respect and shall party that is not have been corrected dismissed within thirty (30) Business Days after written notice thereof has been given days, (ii) ATHM may terminate this Agreement upon the failure by HI to such other Party; provide monthly payments due to ATHM pursuant to Section 4.2 within two (2) weeks after receipt of written notice that such payment is past due, and (iii) HI may terminate this Agreement upon the failure by ATHM to provide HI with the required number of Unique Names and Completed Names pursuant to Section 4. In addition to termination, the terminating party shall be entitled to any other Party shall default in remedy available at law and equity (subject to the performance provisions of any obligation or undertaking Sections 11, 13.2 and 13.3), it being understood that damages may not be a sufficient remedy because of the unique nature of the benefits to be derived under this Agreement agreement, and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such injunctive and other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other equitable relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall may be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank appropriate. A party shall not be obligated required to approve Applications or establish new Loan Accounts after termination of terminate this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment Agreement prior to termination, unless this Agreement is terminated pursuant seeking to subsection 10(b) or by Bank pursuant to subsection 10(d)enforce its legal and equitable rights hereunder. (f) The termination 8.3 All sections of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon which, by their nature should survive termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior survive, including, without limitation, Sections 1, 2, 3, 6.1, 6.2, 6.3, and 8 through and including 14. The ownership rights as to Unique and on Completed Names, for which the date Fee has been paid, granted to HI in Sections 2 and 6, are perpetual and shall survive termination or expiration of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)this Agreement. (h) The terms of this Section 10 shall survive the expiration or earlier 8.4 Upon any termination of this Agreement, each party shall promptly return to the other party any Confidential Information (and all copies thereof) of such other party in its possession or control, provided that HI shall be entitled to retain Unique Names and Data owned by it hereunder.

Term and Termination. (a) 18.1 This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four shall continue for three (243) months thereafter (years from the “Initial Term”) and Effective Date. It shall renew be renewed automatically for two (2) successive terms of one (1one-(1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), terms unless either Party provides party gives written notice of non-renewal termination to the other Party at least ninety (90sixty-(60) days prior to the end expiration, or unless terminated pursuant to Section 18.2 or 18.5 of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice 18.2 Subject to the other party. (d) A Party Section 18.3, either party shall have a the right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstancesas follows: (1a) any representation or warranty made Upon the breach by the other Party in this Agreement shall be incorrect in party of any material respect and shall term of this Agreement; (b) Upon the issuance of an injunction by a court or regulatory agency of competent jurisdiction enjoining continued performance by the parties, under this Agreement; (c) Upon the filing of voluntary or involuntary bankruptcy by the other party or the declaration of insolvency, however evidenced, by the other party which is not have been corrected dismissed within thirty (30) Business Days days after written notice thereof has been given to such other Partythe date of filing; (2d) Upon change of control of the other Party shall default in the performance party or of any obligation division or undertaking subsidiary of the other party that is relevant to performance under this Agreement if such change can be reasonably interpreted by the terminating party as substantially detrimental to the relationship between the two parties. 18.3 If a party wishes to terminate this Agreement under Section 18.2 above, such party shall give the other party written notice of its intention to terminate under this section 18, specifying in reasonable detail the reason(s) for such termination and such default shall continue for in the event that the non-terminating party does not cure the reason thirty (30) Business Days days after written notice thereof has been given to such other Party; (3) notice, this Agreement shall, at the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any option of the foregoing; (4) an involuntary case or other proceedingparty giving notice, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyterminate. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of 18.4 If a party terminates this Agreement; providedAgreement under Section 18.2 above, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment at MCI's request Systems Provider will fulfill all orders accepted under Section 10.1 prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased the receipt of notice given in Section 18.3. Systems Provider shall also refund to MCI any unused portions of maintenance and support Services fees paid by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)MCI associated with any returned Products. (h) The terms of 18.5 Notwithstanding anything to the contrary contained herein, either party may terminate this Section 10 shall survive the expiration or earlier termination of this AgreementAgreement at any time for its convenience.

Term and Termination. 7.1 This Agreement may be terminated at any time by 60 days notice from either party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by written notice to the Third Party Deposit Provider, immediately terminate this Agreement if any of the following events shall occur: (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms Third Party Deposit Provider is in breach of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end any of the Initial Term or any Renewal Term or this Agreement is earlier terminated representations and warranties set out in accordance with the provisions hereof.Clause 8; or (b) This Agreement shall terminate immediately upon any event occurs which will or would, in the expiration or earlier termination reasonable opinion of the Loan Sale Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of Taxation in respect of interest payable under this Agreement.; or (c) Either the Third Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice Deposit Provider ceases or threatens to the other party.cease to carry on business or is unable to pay its debts when due; or (d) A an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party shall have a right to terminate this Agreement immediately upon written notice Deposit Provider or an order is made for the appointment of an administrator or receiver to the other Third Party in Deposit Provider or any analogous event occurs or any analogous action is taken under any law by which the Third Party Deposit Provider or any of the following circumstances:its assets is bound or affected; or (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2e) the other Third Party shall default in the performance Deposit Provider fails to perform any of any obligation or undertaking its obligations under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) failure remains unremedied at the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any expiry of the foregoing; (4) an involuntary case or other proceeding, whether third Business Day specified in the notice served pursuant to banking regulations or otherwisethis Clause 7.2, provided that the notice shall be commenced against have specified the other Party seeking liquidationfailure in question and the action required to remedy it. For the avoidance of doubt, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole pursuant to this Clause 7.2 shall not discharge terminate any Party from any obligation incurred prior to outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such terminationDeposit until the maturity date of each such Deposit. (g) Upon 7.3 Any termination of this Agreement, Company Agreement shall purchase all Loan Accounts established be without prejudice to the accrued rights of each of the parties hereto in respect of any antecedent breach by Bank prior to and on any of the date other parties hereto of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms any of this Section 10 shall survive the expiration or earlier termination provisions of this Agreement.

Term and Termination. (a) 7.1 This Agreement shall have an initial term be in effect for a period of ten (10) months beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), ) unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is terminated earlier terminated in accordance with the provisions hereofof this Agreement or extended by mutual written consent of the Parties. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party 7.2 [***] may terminate this Agreement without cause at any time and for any reason upon ninety thirty (9030) days’ prior days written notice to COMPANY. Except for the other party. (d) A Party expenses and costs incurred at the time of termination as provided for in Sections 3.2 and 3.3, [***] shall have a right not be obligated to terminate make any further work plan payments under this Agreement immediately upon written notice after the date of termination. To the extent [***] has not made both non-refundable exclusive option payments to COMPANY prior to the other Party in notice of termination, [***] shall make any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected such outstanding payment within thirty (30) Business Days after written days of the notice thereof has been given of termination. Notwithstanding the foregoing, any work plan or exclusive option related payments made by [***] as provided in Exhibit A prior to the date of such other Party;termination for convenience by [***] shall be non-refundable. (2) 7.3 In the other event that either Party shall commits a material breach or default in with respect to any of the performance terms or conditions of any obligation or undertaking under this Agreement and such and, with respect to breaches capable of remedy, that Party fails to remedy that material default shall continue for or breach within thirty (30) Business Days days after receipt of written notice thereof has been given to such of that material breach from any other Party; (3) , the other Party shall commence a voluntary case or other proceeding seeking liquidationgiving notice may, reorganization, or other relief with respect to itself or at its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter option and in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent addition to any other remedies which it may have at law or in equity, terminate this Agreement upon written notice of such relief or termination to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications 7.4 Upon termination for any reason, or establish new Loan Accounts after termination upon expiry of this AgreementAgreement and unless agreed upon otherwise in writing: (i) COMPANY shall immediately discontinue all use of the [***] Materials and, at [***] sole discretion, return or destroy [***] Materials; providedand (ii) [***] shall, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to at its own discretion, return or destroy all Confidential Information of COMPANY within ten days of such termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) 7.5 The expiration or termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination affect the rights and obligations of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination Parties that have not already been purchased by Companyaccrued prior thereto. After terminationIn particular, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). and without limiting the foregoing, the provisions of Article 4 (hConfidential Information) The terms of this Section 10 and Article 5 (Intellectual Property) shall survive the expiration expiry or earlier termination of this Agreementhereof for the time stipulated in these provisions and perpetual if no special time should be stipulated.

Term and Termination. (a) This Agreement 9.1. The Contract shall have an initial term beginning commence on the Effective Commencement Date and ending twenty-four (24) months thereafter (shall continue until the “Initial expiry of the Term”) and shall renew automatically for two (2) successive , or the expiry of any extension of any Term, unless otherwise terminated in accordance with the terms of the Contract. 9.2. After the expiry of the initial Term, the Contract shall automatically renew for successive one (1) year terms with each such one (each a “Renewal Term,” collectively, 1) year renewal extending the Initial Term and Renewal Term(s) shall be referred for such period unless written notice not to as the “Term”), unless automatically renew is provided by either Party provides notice of non-renewal to the other Party party at least ninety (90) days prior to the end expiry of the Initial current Term and where such notice is provided the Contract shall expire on the next renewal date. 9.3. SoftCo shall have the right without prejudice to any other remedies, at any time by giving notice in writing to the Customer to terminate forthwith the Contract including the Licence, where Customer fails to pay the undisputed Price or any Renewal Term element of it, or this Agreement is earlier terminated in accordance any other undisputed cost or charge under any collateral or related agreement with SoftCo or any of its subsidiaries for any Product or Services, on the provisions hereofdue date of payment and any such termination shall be deemed to be a termination by the Customer and a repudiation of the Contract as if the Customer had sought to voluntarily so terminate. (b) This Agreement shall 9.4. Either party may, by providing written notice, terminate immediately upon the expiration Contract: 9.4.1. where the other party commits any breach of any material term or earlier termination condition of the Loan Sale Agreement.Contract provided that if the breach in question is one which the Defaulting Party can effectively remedy then the said notice of termination shall not be effective to terminate the Contract unless the Defaulting Party fails within twenty (20) days of the date of such notice effectively to remedy the breach complained of; or (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to 9.4.2. where the other party. (d) A Party shall have party ceases to carry on business or a right to terminate this Agreement immediately upon written notice to substantial part thereof, enters into liquidation whether compulsory or voluntary other than for the other Party in any purpose of the following circumstances: (1) any representation amalgamation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof reconstruction or compounds with its creditors generally or has been given to such other Party; (2) the other Party shall default in the performance of any obligation an examiner or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof administrator appointed or has been given to such other Party; (3) the other Party shall commence a voluntary case receiver or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it manager appointed over all or any substantial part of its property, assets or shall consent to suffers execution or distress or takes or suffers any such relief similar action in consequence of debt or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally becomes unable to pay its debts as they become fall due. 9.5. On expiry or termination for any reason: 9.5.1. all rights and all Licences granted to the Customer under the Contract shall cease and be withdrawn; 9.5.2. the Customer shall cease all activities authorised by the Licence and cease any use of the Software; 9.5.3. SoftCo shall delete any Customer data held by SoftCo and, or shall take if requested, certify to Customer that it has done so; 9.5.4. the Customer waives any corporate action entitlement to authorize any re-payment of any of the foregoingPrice already paid and will remain liable for any unpaid portion of the Price except where termination is as a result of a breach by SoftCo; 9.5.5. the Customer shall immediately pay to SoftCo any sums due to SoftCo under the Contract including all sums due for any agreed Services for the remainder of the Term; 9.5.6. the Customer shall immediately destroy all copies of the Software then in its possession, custody or control and certify to SoftCo that it has done so in SoftCo’s required certification format; 9.5.7. the Customer shall allow SoftCo conduct a termination audit (4in accordance with the provisions of Clause 7) and for the avoidance of doubt such right of audit shall continue as a right of SoftCo and an involuntary case obligation on the Customer post any termination or other proceedingexpiry provided it is exercised within twelve (12) months of such expiry or termination; and 9.5.8. all Products or Services which are requested post termination may be provided at SoftCo’s sole discretion, whether pursuant to banking regulations on an interim or otherwise, ad hoc basis and if so supplied all such Products or Services provided for any interim period on an ad hoc basis shall be commenced against provided on SoftCo’s then prevailing rates and subject to the other Party seeking liquidationprovisions of SoftCo’s then standard terms but may be terminated by SoftCo at any time. 9.6. Where the Customer seeks to voluntarily terminate the Contract prior to the expiry of the Term, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under entitled to do so provided it pays, immediately prior to any such termination, the federal bankruptcy laws Termination Amounts and the Customer acknowledges and accepts, in particular, the obligation to pay all amounts as now or hereafter in effect; or (5) there is a materially adverse change are provided for in the financial condition of Termination Amounts having regard to the other Partyoriginal agreed full Term, upon which the Price and each payment over the Term was calculated and based. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. 5.1 The term of this Agreement (athe "Term") This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) Date, and shall renew automatically expire on the tenth anniversary thereof, unless earlier terminated hereunder. Unless either party elects in writing at least thirty (30) days prior to the expiration of the then current Term, this Agreement shall continue for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofTerms. (b) This Agreement 5.2 If Landbank shall terminate immediately upon the expiration become bankrupt or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its propertyinsolvent, or shall consent to any such relief file a petition in bankruptcy, or to if the appointment business of Landbank shall be placed in the hands of a trustee, receiver, liquidator, conservator, custodian, assignee or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment trustee for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any whether by voluntary act of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations Landbank or otherwise, this Agreement shall be commenced against automatically terminate, to the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts extent permitted under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyapplicable and prevailing law. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination 5.3 Upon any material breach of this Agreement either in part or in whole by Landbank, GRANTEE shall not discharge have the right to terminate this Agreement and the rights and privileges granted hereunder upon thirty (30) days written notice, unless Landbank shall have cured any Party from any obligation incurred such breach prior to such terminationthe expiration of said thirty (30) days. 5.4 Landbank shall have the right to terminate this Agreement at any time upon sixty (g60) days written notice, at any time after the 5th anniversary of the date hereof. 5.5 Upon termination or expiration of this Agreement, Company neither party shall purchase all Loan Accounts established by Bank prior have any further rights or obligations hereunder, provided that GRANTEE shall be entitled to receive any accrued and on unpaid royalties through the date of termination that have not already been purchased by Company. After termination, Company and provided further that nothing herein shall purchase all Loan Accounts originated by Bank pursuant be construed to subsection 10(e). (h) The terms release either party from any willful breach of this Section 10 shall survive Agreement prior to the expiration or earlier termination date of this Agreementtermination.

Term and Termination. (a) 11.1. This Agreement shall have an initial term beginning on is concluded for a period commencing as of the Effective Date and ending twenty-four expiring on a Product by Product basis and on a country by country basis on the later to occur of: 11.1.1. fifteen (2415) months thereafter years starting from the date of the launch of the Product in the country concerned; and 11.1.2. the last to expire Patent included in the Elan Patents and/or the Elan Program Patents and/or the Orasomal Program Patents and/or the Company Program Patents (the “Initial "Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”"), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to . 11.2. At the end of the Initial Term Term, the Company shall have a paid-up non-exclusive licence to the Elan Technology for the Field. 11.3.1. For the purpose of this Clause 11.3, a "Relevant Event" is committed by Elan or the Company if: (i) it commits a material breach of its obligations under this Agreement and fails to remedy it within sixty (60) days of being specifically required in writing to do so by the other Party; provided, however, that if the breaching Party has proposed a course of action to rectify the breach and is acting in good faith to rectify same but has not cured the breach by the sixtieth (60th) day, such rectifying period shall be extended by an amount of time as is reasonably necessary to permit the breach to be rectified; (ii) it ceases , wholly or substantially, to carry on its business, other than for the purpose of a reorganization, without the prior written consent of the other Participant (such consent not to be unreasonably withheld); (iii) the voluntary appointment of a liquidator, receiver, administrator, examiner, trustee or similar officer over all or substantially all of its assets under the laws of such Participant's state or country of incorporation; or (iv) an application or petition for bankruptcy, corporate reorganization, composition, administration, examination, arrangement or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination other procedure similar to any of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon foregoing under the laws of such Participant's state or country of incorporation, is filed, and is not discharged within ninety (90) days’ prior written notice to . 11.3.2. If either Party commits a Relevant Event, the other party. (d) A Party shall have a in addition to all other legal and equitable rights and remedies hereunder, the right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after days' written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreementnotice; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(bsuch written notice be given within sixty (60) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on days following the date that the other Party becomes aware of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)the Relevant Event. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial be effective for the term beginning on the Effective Date and ending twenty-four January 6, 2017 through January 6, 2020 (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless and may be extended thereafter by mutual agreement of the parties in writing; provided, however, that the termination of this Agreement shall not relieve either Party provides notice party of non-renewal to the other Party at least ninety (90) days any obligation of such party accrued prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with such termination hereunder. In particular, the provisions hereofhereof relating to rights in patents and ownership of property shall survive such termination. (b) This Agreement shall terminate immediately upon Notwithstanding the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate foregoing, this Agreement without cause may be terminated by either party at any time upon ninety (90) days’ prior 180 days advance written notice to the other party; provided, however, that Sponsor may also terminate this Agreement pursuant to Section 2(a). Upon receipt of notice of early termination by Sponsor, the University shall use reasonable efforts promptly to limit or terminate any outstanding commitments prior to the effective termination date. All allowable costs associated with such termination and up through the date of termination, shall be reimbursed by Sponsor, including non-cancelable commitments, such as, where applicable, committed salary and benefits [**] for personnel shall be non-cancelable commitments. In case of such termination, such amounts for such non-cancellable obligations shall be the limits of the Sponsor’s liability for payments to the University hereunder. (dc) A Party shall have a right If Sponsor breaches its obligation of payment and fails to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected remedy such breach within thirty (30) Business Days days after written receipt of notice thereof has been given to in writing of such other Party; (2) the other Party shall default breach, then if such payment breach is not remedied in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after day period, the University may, in addition to any other remedies that the University may have at law or in equity, terminate this Agreement by sending written notice thereof has been given of termination to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment Sponsor. Termination for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall material breaches will be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party effective from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have notice to Sponsor and does not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms affect any of this Section 10 shall survive the expiration or earlier termination of University’s other rights under this Agreement.

Term and Termination. 12.1 Your License under this XXXX becomes effective upon Your acceptance of this XXXX and Your payment of the License Fees. This XXXX and the License granted hereunder shall remain in force until the expiry of the License Term, unless terminated earlier in accordance with this Clause 12. 12.2 Concerning Subscription License(s) (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”as specified under Clause 4.5) and shall renew automatically for two Maintenance Services (2as specified under clause 5.3) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to may terminate the Agreement or any Order Form for convenience by giving the other Party a written notice of termination at least ninety thirty (9030) days prior to the end expiration of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofthen-current Term. (b) This Agreement shall terminate immediately upon the expiration or earlier termination 12.3 If Your payment of the Loan Sale Agreementfees is overdue and not paid at the latest within a time period indicated in the payment reminder and/or the invoice, in addition to any of its other rights, Trimble or Your Authorized Distributor (as applicable) has the right to terminate the Agreement or the applicable Order Form, with written notice of termination with immediate effect. (c) 12.4 If Trimble updates or changes the terms of the XXXX, You have the right to terminate the Agreement with written notice of termination, effective on the day when the updates or changes become effective. 12.5 Either Party may terminate with immediate effect this Agreement without cause upon ninety (90XXXX and the License granted hereunder if: a) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party is in material breach of any of its obligations and fails to remedy the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected same within thirty (30) Business Days after days of written notice thereof has been given to requiring such other Party;remedy; or (2b) if the other Party shall default in the performance of (i) goes into liquidation, or (ii) any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given proceeding is instituted seeking to such other Party; (3) adjudicate the other Party shall commence a voluntary case as bankrupt or other proceeding seeking liquidation, reorganizationinsolvent, or other relief with (iii) has a receiver appointed in respect to itself or its debts under of any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its propertyassets, or, (iv) in case the other Party is a partnership, if any of the partners in the partnership is adjudicated bankrupt or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general executes an assignment for the benefit of his/its or their creditors or otherwise compounded with his/its or their creditors, or shall fail (v) becomes subject to any similar act or process in any other jurisdiction, or (vi) becomes generally unable to pay its debts as and when they become fall due, or shall take any corporate action to authorize any . 12.6 Unauthorized use of the foregoing;Software in breach of this XXXX shall always be deemed to constitute a material breach and shall entitle Trimble to terminate this XXXX and the License granted hereunder with written notice of termination with immediate effect. (4) an involuntary case 12.7 There shall be no refund of any deposit or fees by Trimble to You and/or Your Authorized Affiliates upon or as a result of the termination of the Agreement, except as set out under Clause 7.1. 12.8 Termination of this XXXX shall be without prejudice to a Party's accrued rights or other proceeding, whether pursuant remedies available to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after . Following termination of this Agreement; providedXXXX, You shall forthwith return to Trimble the Software and all copies thereof, or delete the same and certify such deletion to Trimble in writing. 12.9 Termination of this XXXX shall not affect the validity of any provision of this XXXX that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) expressly or by Bank pursuant implication is intended to subsection 10(d). (f) The termination of this Agreement either continue in part or in whole shall not discharge any Party from any obligation incurred prior to force after such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. 17.1 Subject to the automatic renewal provisions set forth in Section 17.8 hereof, the term of this Agreement (athe “Term”) This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) shall continue through a date that is 30 months thereafter (from the “Initial Term”) and shall renew automatically for two (2) successive terms Effective Date of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”)November Agreement, unless earlier terminated by the Parties in accordance with the terms hereof. 17.2 This Agreement may be terminated by either Party provides notice as follows: (a) in the event of non-renewal to a material breach of this Agreement by the other Party at least ninety (90other than those breaches and events described in Section 17.2(b)), which shall be governed exclusively by Section 17.2(b), which breach remains uncured thirty (30) days after written notice is given to the breaching Party specifying the nature of the breach, requiring the breaching Party to cure such breach and stating its intention if such breach is not cured to terminate this Agreement; (b) upon ten (10) days’ prior written notice, if the other Party has failed to use commercially reasonable efforts to ensure compliance with Applicable Law by its Affiliates, employees, and contractors performing activities under this Agreement, which failures to comply are not promptly rectified, as evidenced by a pattern of failures by such Affiliates, employees or contractors (or any member thereof) to so comply; (c) upon ten (10) days’ prior written notice, if the other Party shall file in any court or Agency, pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the other Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors; (d) on ten (10) days’ prior written notice, if the FDA or any other Regulatory Authority causes the withdrawal from the market of, or restricts the indications for, any of the Products or there is an imposition of restrictive federal or state price controls such that an obvious and substantial loss of sales of the Products would result; (e) by Tear, in the event that the Sales Threshold is met and Tear determines not to enter the Active Period. In such event, Tear will give PRN written notice of such termination within 10 days following the later of (i) the end of the Initial Term Demonstration Period and (ii) receipt of the report referenced in Section 6.43; (f) by PRN if the Sales Threshold is not met. In such event, PRN will give Tear written notice of such termination within 10 days of the end of the Demonstration Period; and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (g) by Tear upon ten (10) days’ prior written notice, in the event that a court of competent jurisdiction determines, or PRN or any Renewal Term of its Affiliates enters into a settlement agreement with respect to any claims against PRN or any of its Affiliates asserting, that the manufacture, use or sale of any Product in the Territory constitutes the infringement or misappropriation of the intellectual property rights of any Third Party, and PRN shall promptly provide Tear with written notice of any such determination or settlement agreement. 17.3 Upon the effective date of expiration or termination of this Agreement, the license granted by PRN to Tear under Section 13 shall terminate and Tear shall promptly cease all performance of the Tear Marketing Activities. 17.4 Except as otherwise provided herein, termination of this Agreement is earlier terminated in accordance with the provisions hereof, shall not limit any remedies that may otherwise be available in law or equity. (b) This 17.5 Termination or expiration of this Agreement for any reason shall terminate immediately upon be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or earlier termination expiration of the Loan Sale this Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any 17.6 The following provisions will survive termination or expiration of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidationin full force and effect: Sections 5.1, reorganization12, or other relief with respect to itself or its debts under any bankruptcy13.2, insolvency13.3, receivership14, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee15, receiver16, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party17.7 and 19. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) 17.7 Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement, Tear shall, at PRN’s written election, promptly (a) return to PRN, or (b) destroy, PRN Promotional Materials and training materials that PRN provided to Tear pursuant to this Agreement and in the possession of, or under the control of, Tear, for the Products and Tear Promotional Materials; provided, however, that Tear may keep a reasonable number of copies of the PRN Promotional Materials, the training materials for the Products and the Tear Promotional Materials for evidentiary and recordkeeping purposes. 17.8 Unless either Party provides the other Party with not less than 60 days advance written notice, that it does not desire this Agreement to extend for an additional period of 12 months, this Agreement, if not terminated sooner than the expiration of the Term pursuant to the provisions of this Section 17, will automatically renew for an additional 12 months under the same terms and conditions that exist immediately prior to the stated Termination Date, without the requirement of either Party taking any further action or providing any further notice. This Agreement may still be terminated during the 12 month extension period for the reasons set forth in this Section 17. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions 17.9 Except during the Demonstration Period or during the last six (6) months of the initial Term of this Agreement, this Agreement may be terminated by a Party, in connection with a Change of Control, with written notice given to the other Party, within thirty (30) days prior to or after the closing of such Change of Control (or as otherwise provided below), as follows: (a) By Tear, if Tear undergoes a Change of Control to an Acquirer that (i) competes with PRN as of the closing of the Change of Control, or (ii) commences to compete with PRN after the closing of the Change of Control, but prior to the date that this Agreement would have expired absent termination under this Section 17.9(a); provided that, with respect to Subsection (i) Tear pays a termination fee to PRN in the amount of $[***] within sixty (60) days following such notice and, with respect to Subsection (ii), Tear, or the Acquirer, provides written notice of termination and pays PRN a termination fee of $[***] within sixty (60) days of the time that such Acquirer commences to compete with PRN. For the purposes of this Section 17.9(a) and Section 17.9(b), competing with PRN means the manufacture, sale, distribution or marketing of Substantially Similar Products; (b) By Tear, if PRN undergoes a Change of Control with an entity that is a competitor of PRN in the Field or of Tear, in which event PRN will pay Tear a termination fee in the amount of $[***] within sixty (60) days following such notice. For the purposes of this Section 17.9(b) competing with Tear means the manufacture, sale, distribution or marketing of devices for diagnosing DED; and (c) By PRN, if PRN undergoes a Change of Control, provided that PRN pays a termination fee to Tear, in the amount of $[***], within sixty (60) days following such notice.

Term and Termination. (a) This 11.1 The term of this Agreement shall have an initial term beginning commence on the Effective Date and, unless terminated under this Section 11, shall continue in full force and ending twentyeffect on a country-four by-country basis until the later of the following: (24a) months thereafter the date of expiration of both the last of the Licensed Patents and the last of the New Patents in the relevant country; or (b) 15 (fifteen) years from the “Initial Term”) and shall renew automatically for two date of the First Commercial Sale in such country (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A 11.2 Each Party shall have a right be entitled to terminate this Agreement immediately upon written (without prejudice to other rights and remedies to which it may be entitled pursuant to this Agreement and/or applicable law) by giving notice in writing to the other Party in any of the following circumstancesevents: 11.2.1 Such other Party passed a resolution for voluntary winding up or a winding up application is made against it and not dismissed within sixty (160) any representation days thereafter; 11.2.2 A receiver or warranty made by liquidator is appointed for such other Party; 11.2.3 Such other Party is declared bankrupt or a receiver or an interim receiver of a material part of its assets is appointed, and the petition in bankruptcy is consented to, acquiesced in or remains undismissed for, or such appointment is not removed within a period of, sixty (60) days. 11.3 Each Party undertakes to notify the other Party of any event detailed in Section 11.2 above within 2 (two) business days of its occurrence. 11.4 Either Party shall be entitled to terminate this Agreement (without prejudice to other rights and remedies to which it may be entitled pursuant to this Agreement and/or applicable law) by giving notice in writing to the other Party, if the other Party has committed any breach of this Agreement that is not cured (if capable of being cured) within a sixty (60) days period after receipt of written notice thereof from the terminating Party. In the event of a material breach incurable in nature, termination shall become effective upon such written notice, and the aforesaid 60-day period shall not apply and this Agreement shall be incorrect in immediately revert back to Licensor. 11.5 Upon the expiration or termination of this Agreement, howsoever arising (without prejudice to any material respect and shall not have been corrected additional rights or remedies available to either Party pursuant to this Agreement and/or under applicable law): 11.5.1 Each Party shall, within thirty (30) Business Days after written notice thereof has been given days of the effective date of expiration or termination, return to such the other Party; (2) , or otherwise dispose of as the other Party shall default in may instruct, copies of all confidential information disclosed to it, including, inter alia, documentation, technical pamphlets, photographs, specifications and other materials, documents and papers whatsoever, relating to the performance Licensed IP and/or to the business of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case (either directly or other proceeding seeking liquidationindirectly, reorganization, through its Affiliates or other relief with respect to itself sublicensees) and/or anyone on its behalf may have in their possession or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter their control. 11.5.2 All rights in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or and to the appointment of a trusteeLicensed IP shall automatically revert to the Licensor, receiver, liquidator, conservator, custodian, or other similar official or to and the Licensee shall thereafter be prohibited from directly making any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any use of the foregoing; (4) an involuntary case Licensed IP and/or manufacturing, marketing, selling or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against distributing the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other PartyLicensed Products. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 11.5.3 Upon the termination of this Agreement the Licensor will have the option to purchase any or all of the equipment belonging to the Licensee in connection with this Agreement at either book value or for equity ownership in part the Licensee, as shall be agreed upon in good faith by the Parties. 11.6 Expiration or in whole termination of this Agreement shall not discharge any Party from any obligation incurred neither: (a) relieve the Parties of obligations accrued prior to such expiration or termination. ; nor (gb) Upon relieve the Licensee of its obligation to report and pay any royalties and/or other payments due to the Licensor prior to the termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on notwithstanding that the relevant payment date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive such royalties and/or other payments may occur after the expiration or earlier the termination of this Agreement. 11.7 The Parties’ respective rights under Sections 4, 5 (up to 180 days following termination of this Agreement), 7, 9, and 10-14 (inclusive) shall survive any expiration or termination of this Agreement.

Term and Termination. (a) This 11.1 The duration of this Agreement shall have an initial term beginning on be for a period of from the Effective Date Date. Thereafter, this Agreement shall be automatically Ciralight Global, Inc. International Distribution Agreement renewed, at the same terms and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically conditions, for two (2) additional, successive terms periods of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”)each, unless terminated by either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated party in accordance with the provisions of Article 11.2 - 11.34 below. 11.2 This Agreement may be terminated at any time by the Corporation immediately upon written notice to the Distributor in the event that after the date hereof.: (a) Distributor breaches its covenants of exclusivity set forth in Article 9 hereof; (b) This Agreement shall terminate immediately upon The Distributor fails to comply with the expiration applicable laws and regulations in the Territory, pursuant to section 6.7 above, and such failure has or earlier termination may have a material adverse affect on the distribution and sale of the Loan Sale Products pursuant to this Agreement.; (c) Either Party may terminate this Agreement without cause upon ninety The Distributor fails to achieve the minimum purchase requirements set forth in Article 8 hereof (90) days’ prior written notice and subject to the other party.terms of said Article); (d) A Party The Distributor fails to comply with the price and payment term provisions set forth in Article 4 hereof, unless such failure has been remedied by the Distributor within a period of 14 days following receipt of a written notice from the Corporation; or 11.3 Anything in section 11.1 or 11.2 above to the contrary notwithstanding, in the event that the Corporation breaches any of its delivery obligations herein contained, the Distributor shall have a right be entitled to forthwith terminate the relevant order/s and any other outstanding order/s or this Agreement as a whole. 11.4 Anything in section 11.1 or 11.2 above to the contrary notwithstanding, this Agreement may also be terminated at any time by either party immediately upon written notice to the other Party party in any of the following circumstancesevent that after the date hereof: (1a) Either party shall suspend or discontinue its business, or shall make an assignment for the benefit of, or composition with, creditors, or shall become insolvent or be unable or generally fail to pay its debts when due, or either becomes in any jurisdiction a party or subject to (voluntarily or involuntarily) any representation liquidation or warranty made by dissolution action or proceeding with respect to itself, or to any bankruptcy, , insolvency or other proceeding for the other Party in this Agreement relief of financially distressed debtors is commenced with respect to it, or a receiver, liquidator, custodian or trustee shall be incorrect appointed for it, or a substantial part of its assets (and with respect to any involuntary action or proceeding, an order entered in any material respect and shall the proceeding is not have been corrected dismissed within thirty (30) Business Days after written notice thereof has been given to such other Party; (2days) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize effect or which indicates its acquiescence in any of the foregoing;; Ciralight Global, Inc. International Distribution Agreement (4b) an involuntary case A change in control of Distributor takes place. For the purposes of this agreement, "control" shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other proceedingownership interest, whether pursuant to banking regulations by contract or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.;

Term and Termination. 7.01 The term of this Agreement (athe “Term”) This Agreement shall have an initial term beginning on become effective at the Effective Commencement Date and ending twenty-four (24) months thereafter and, unless sooner terminated pursuant to the provisions of this Agreement, shall continue in effect until December 31, 2018 (the “Initial Term”) and ). Following the Initial Term, this Agreement shall renew automatically for two (2) successive terms of one (1) a 10 year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”)period, unless either Party ABI provides written notice to CBA on or prior to June 30, 2018 that the Agreement shall not be renewed. 7.02 Either party shall have the right at any time to terminate this Agreement immediately, without prejudice to any other legal rights to which such terminating party may be entitled, upon the occurrence and during the continuance of any one or more of the following: (a) material default by the other party in the performance of any of the provisions of this Agreement or any other agreement between the parties, which default is either: (i) curable within 30 days, but is not cured within 30 days following written notice of non-renewal default; or (ii) not curable within 30 days and either: (A) the defaulting party fails to the other Party at least ninety take reasonable steps to cure as soon as reasonably possible following written notice of such default; or (90B) such default is not cured within 90 days prior to the end following written notice of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof.such default; (b) This Agreement shall terminate immediately upon default by the expiration or earlier termination other party in the performance of any of the Loan Sale Agreement.provisions of this Agreement or any other agreement between the parties, which default is not described in Section 7.02(a) and which is not cured within 180 days following written notice of such default; (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the making by the other party of an assignment for the benefit of creditors; or the commencement by the other party of a voluntary case or proceeding or the other party.’s consent to or acquiescence in the entry of an order for relief against such other party in an involuntary case or proceeding under any bankruptcy, reorganization, insolvency or similar law; (d) A Party shall have the appointment of a right to terminate this Agreement immediately upon written notice to trustee or receiver or similar officer of any court for the other Party in any party or for a substantial part of the following circumstances:property of the other party, whether with or without the consent of the other party, which is not terminated within 60 days from the date of appointment thereof; (1e) any the institution of bankruptcy, reorganization, insolvency or liquidation proceedings by or against the other party without such proceedings being dismissed within 90 days from the date of the institution thereof; or (f) Any representation or warranty made by the other Party party hereunder or in the course of performance of this Agreement shall be incorrect false in material respects. 7.03 ABI shall have the right and option to terminate this Agreement at any time upon six months’ prior written notice to CBA, in the event: (i) CBA engages in any material respect and shall Incompatible Conduct which is not have been corrected curable or is not cured to ABI’s satisfaction (in ABI’s sole opinion) within thirty (30) Business Days after 30 days following written notice thereof has been given from ABI to such other PartyCBA; (2ii) any ABI Competitor or Affiliate thereof acquires 10% or more of the other Party shall default outstanding equity securities in CBA, and one or more officers, designees or agents of such Person becomes a member of the performance Board of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other PartyDirectors of CBA; (3iii) The chief executive officer of CBA (Xxxxx Xxxxxxxxxx) ceases to function as chief executive officer and within six months of such cessation an individual serving as chief executive officer satisfactory in the other Party shall commence a voluntary case or other proceeding seeking liquidationsole, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment good faith discretion of a trustee, receiver, liquidator, conservator, custodian, or other similar official ABI is not serving as chief executive officer of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoingCBA; (4iv) an involuntary case CBA shall merge or consolidate into or with any other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it Person or any substantial part of its property; other Person shall merge or an order for relief shall be entered against either Party under the federal bankruptcy laws as now consolidate into or hereafter in effectwith CBA; or (5v) there is ABI or its corporate affiliates incur any liability or expense as a materially adverse change result of any claim asserted against them by or in the financial condition name of CBA or any shareholder of CBA as a result of the other Partyequity ownership of ABI or its affiliates in CBA or any equity transaction or exchange between ABI or its affiliates and CBA, and CBA does not reimburse and indemnify ABI and its corporate affiliates on demand for the entire amount of such liability and expense. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. 12.1 The term of this Agreement (athe "Term") This Agreement shall have an initial term beginning will commence on the Effective Date of this Agreement and ending twenty-four will continue until the earlier of December 31, 2002 or until the date on which this Agreement is terminated in accordance with the provisions of this Agreement. The Term of this Agreement will automatically renew from year to year after the initial Term until December 31, 2099 provided: (24A) months Distributor has met the Minimum Purchase Requirements set out and in each year thereafter on the basis that the Minimum Purchase Requirements for the year Jan 1, 2003 to December 31, 2003 will be ten (10%) per cent greater than for the “Initial Term”) prior year and shall renew automatically for two increase by the same percentage in each subsequent year; and (2B) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides Distributor has not provided written notice of non-renewal to the other Party at least ninety sixty (9060) days prior to the end of the Initial initial Term or any Renewal Term or renewal year thereafter of its intention to terminate this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party 12.2 Each of the Distributor and the Company, as the case may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party be, shall have a the right to terminate this Agreement immediately upon written notice to the other Party in occurrence of any of the following circumstancesevents, such termination to be effective immediately upon the receipt or deemed receipt by the other party of notice to that effect and the expiry of any applicable period for remedy of the default: (1A) if a party is in default of any representation of the material terms or warranty made conditions of this Agreement, including a breach by the other Party in this Agreement shall be incorrect in any material respect Distributor of the Minimum Purchase Requirements and shall not have been corrected fail to remedy such default within thirty (30) Business Days after 60 days of written notice thereof has been given from the other party, provided that if the default is the non-payment of any monetary amount, the defaulting party will have a period of 30 days from receipt of notice in which to such other Partyremedy the default; (2B) if the other Party shall default in the performance of any obligation party becomes bankrupt or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidationinsolvent, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general makes an assignment for the benefit of creditors, its creditors or shall fail generally attempts to pay its debts as they become due, or shall take avail itself of any corporate action applicable statute relating to authorize any of the foregoinginsolvent debtors; (4C) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against if the other Party seeking liquidationparty winds-up, reorganizationdissolves, liquidates or other relief with respect takes steps to it do so or otherwise ceases to function as a going concern or is prevented from reasonable performing its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectduties hereunder; or (5D) there is if a materially adverse change in receiver or other custodian (interim or permanent of any of the financial condition assets of the other Partyparty is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its assets or if distress is made against the other party's assets or any part thereof. (e) Bank shall not be obligated 12.3 Subject to approve Applications or establish new Loan Accounts after termination of this Agreement; providedSection 12.4, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The upon termination of this Agreement either in part or in whole for any reason whatsoever, the following shall not discharge any Party from any obligation incurred prior to such termination.apply: (gA) Upon those rights and obligations of each of the Company and the Distributor which are expressly stated to survive termination of this Agreement will survive termination and will continue in full force and effect; (B) all rights and privileges granted by the Company to the Distributor pursuant to this Agreement, Company including the rights to market, distribute and sell Products, will immediately terminate and be relinquished by the Distributor, and thereafter the Distributor shall purchase all Loan Accounts established by Bank prior take no action that would make it appear to and on the date of termination public that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e).the Distributor is still supplying Products; (hC) the Distributor shall return to the Company all advertising, informational or technical material given to the Distributor by the Company; (D) the Distributor shall cease using the Trade Names and thereafter refrain from holding itself out as an authorized distributor of the Products; (E) the Distributor will retain in confidence all information regarding the business and property of the Company and the Products; (F) all sub-distributorship agreements entered into by the Distributor will terminate. The terms provisions of this Section 10 shall 12.3 will survive the expiration or earlier termination of this Agreement. 12.4 In the event of termination of this Agreement by the Company for failure of the Distributor to meet the Minimum Purchase Requirements, then the Distribution Rights will continue on a non- exclusive basis for a period of six months on the terms and conditions of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically continue for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal terminated sooner pursuant to the other Party at least ninety this Section 6 (90) days prior to the end of the Initial “Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofand Termination”). (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party The Company may terminate this Agreement without cause upon ninety giving sixty (9060) days’ days prior written notice thereof to Consultant. If Company terminates this Agreement, for any reason other than cause, and fails to give Consultant at least * notice of termination, Company agrees to pay Consultant * in lieu of notice. (c) Either party may terminate this Agreement for cause upon giving * notice of a breach by the other partyhereunder, provided that such breach shall not have been completely remedied during such period. (d) A Party Any such notice of termination shall have a right be addressed to either party at the address shown below or such other address as either party may notify the other and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. The Company may terminate this Agreement immediately upon written and without prior notice if Consultant refuses to or is unable to perform the other Party Services or is in breach of any material provision of this Agreement. (e) Upon such termination all rights and duties of the following circumstancesparties toward each other shall cease except: (1i) any representation or warranty made by that the other Party in this Agreement Company shall be incorrect in any material respect and shall not have been corrected obliged to pay, within thirty (30) Business Days after written notice thereof days of the effective date of termination, all amounts owing to Consultant for unpaid Services and related expenses, if any, in * Material has been given omitted pursuant to such other Party;a request for confidential treatment. accordance with the provisions of Section 1 (Services and Compensation) hereof; and (2ii) the other Party Sections 2 (Confidentiality), 3 (Ownership), 5(b) (Conflicting Obligations), and 8 (Independent Contractors) shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon survive termination of this Agreement, Company shall purchase as well as all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms other provisions of this Section 10 shall Agreement which by their terms or nature are intended to survive the expiration or earlier termination of this Agreementsuch termination.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively13.1 Subject to termination as prescribed in this section 13, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in effective for a period of • years from the date first above written. Subject to receipt of written approval of the Applicable SROs, this Agreement may be terminated by the T1IB or the T1CB or by the Applicable SROs or any material respect and shall not have been corrected within of them on the [first (1st)] day of any calendar month upon [thirty (30) Business Days after days] prior written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of termination. A copy of any obligation such notice given or undertaking under received shall be promptly delivered to the Applicable SROs by the T1IB. No such termination shall be effective until the Applicable SROs have consented to the termination. Upon any termination notice being given hereunder, the parties shall cooperate to provide for an orderly unwinding of any outstanding transactions and for the orderly transfer of account monies and securities. All indebtedness of the parties to each other will be discharged in full on or before the date of termination. 13.2 In the event that either party to this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given ceases to such other Party; (3) the other Party shall commence be a voluntary case or other proceeding seeking liquidationmember of an SRO, reorganizationthis Agreement shall, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or subject to the appointment consent of the Applicable SROs, be terminated on a trustee, receiver, liquidator, conservator, custodian, or other similar official or date fixed by the Applicable SROs and the parties shall cooperate to provide for an orderly unwinding of any involuntary case or other proceeding commenced against it, or shall make a general assignment outstanding transactions and for the benefit orderly transfer of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any account monies and securities. All indebtedness of the foregoing; (4) an involuntary case parties to each other will be discharged in full on or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against before the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment date of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partytermination. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 13.3 Notwithstanding any termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)this section 13, this Agreement shall remain in full force and effect insofar as sections 5.1, 11.1, 11.2 and 11.3 and section 12 hereof are concerned. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning become effective on the date hereof ("Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”Date") and shall renew automatically for two continue in full force and effect from month to month. Supplier acknowledges and agrees that Company is obligated to commence services pursuant to this Agreement only upon full satisfaction, or Company's express written waiver, of the Conditions Precedent set forth in Section IV of this Agreement. This Agreement may be terminated by either party by written notice given no less than thirty (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (9030) days prior to the end desired termination date, or unless otherwise agreed by the Parties. Notwithstanding the foregoing, the Supplier agrees to abide by all terms of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with until any transactions that are outstanding at the provisions hereof. (b) This Agreement shall terminate immediately upon time of termination are completed, including, but not limited to, the expiration or earlier termination payment by Supplier to Company of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior any and all outstanding balances. Any party, by written notice to the other party. party (d"Breaching Party") A Party shall have a right to may terminate this Agreement, in whole or in part, with respect to such Breaching Party, or suspend further performance without terminating this Agreement immediately upon written notice to the other Party in occurrence of any of the following circumstances: following: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2a) the other Breaching Party shall default in the performance of any obligation terminates or undertaking under this Agreement and such default shall continue for thirty suspends doing business; (30) Business Days after written notice thereof has been given to such other Party; (3b) the other Breaching Party shall commence becomes subject to any bankruptcy or insolvency proceeding under federal or state law, becomes insolvent, becomes subject to direct control of a voluntary case transferee, receiver or other proceeding seeking liquidation, reorganizationsimilar authority, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions including, or shall fail generally but not limited to, failure to pay its debts as they become any amounts due, or shall take any corporate action to authorize any . The enumeration of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank foregoing remedies shall not be obligated deemed a waiver of any other remedies to approve Applications which either party is entitled in law or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d)equity. (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning become effective on the Effective Date date of this Agreement and ending twenty-four (24) months thereafter shall continue until the date (the “Initial TermTermination Date”) and shall renew automatically for two that is the earliest of: (2i) successive terms June 30, 2030; (ii) the date that all of one the Conveyances have been terminated or are no longer held by the Trust; (1iii) year each (each the date that either the Company or the Trustee may designate by delivering a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) no less than 90 days prior to such date, provided that the end Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided further, however, that the Company shall not terminate this Administrative Services Agreement except in connection with the Company’s transfer of some or all of the Initial Term or any Renewal Term or Subject Interests, as defined in the Conveyances, and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the transferee of such Subject Interests reasonably satisfactory to the Trustee in which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and (iv) the date as mutually agreed by the parties to this Agreement is earlier terminated in accordance with the provisions hereofAgreement. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The Upon termination of this Agreement either in part or in whole accordance with this Section 5.01, all rights and obligations under this Agreement shall not discharge any Party from any obligation incurred prior to such termination. cease except for (gi) Upon obligations that expressly survive termination of this Agreement, Company shall purchase all Loan Accounts established by Bank (ii) liabilities and obligations that have accrued prior to and on the date of termination Termination Date, including the obligation to pay any amounts that have become due and payable prior to such Termination Date, and (iii) the obligation to pay any portion of the Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not already been purchased by Company. After become due and payable at the time of termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial a term of five (5) years beginning on the Effective Amendment Date and ending twenty-four (24) months thereafter hereof (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s”) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety one hundred and eighty (90180) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. The Parties may by mutual consent agree to terminate this Agreement at any time with respect to all or any portion of the Accounts and Receivables. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a the right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any payment obligation or undertaking under this Agreement and such default shall continue for thirty after five (305) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case default in the performance of any material obligation or undertaking under this Agreement (other proceeding seeking liquidation, reorganization, or than as specified in clause (2) above) and such default shall continue for ninety (90) days after written notice thereof has been given to such other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;Party; or (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, Insolvency Event shall be commenced against the other Party seeking liquidation, reorganization, or other relief occur with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (ec) In addition to the foregoing termination rights, Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless may terminate this Agreement immediately if Bank is terminated pursuant required to subsection 10(b) terminate this Agreement by the Office of Thrift Supervision, the Comptroller of the Currency or by Bank pursuant to subsection 10(d)any other regulator with jurisdiction over the Bank. (fd) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (ge) Upon termination of this AgreementAgreement or if Bank otherwise becomes unable for any reason to transfer additional Conveyed Interests to Purchaser hereunder, Company then, in any such event, Bank agrees to transfer to Purchaser all Collections with respect to Conveyed Interests previously sold to Purchaser. To the extent that it is not clear to Bank whether such Collections related to a Principal Receivable in which a Conveyed Interest was previously sold to Purchaser, Bank agrees that it shall purchase all Loan Accounts established by Bank allocate Collections relating to any Account first to the oldest principal balance of such Account. Notwithstanding any cessation of the sale of Conveyed Interests to Purchaser hereunder, Conveyed Interests in Principal Receivables sold to Purchaser prior to cessation of sales hereunder and on all Collections in respect thereof and the date Requisite Percentage of termination that have not already been purchased by Company. After termination, Company all Finance Charge Receivables relating to Conveyed Interests previously sold to Purchaser and all Collections in respect thereof shall purchase all Loan Accounts originated by Bank pursuant continue to subsection 10(e)be property of Purchaser. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall will have an initial a term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, from the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice effective date of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofand will automatically extend for additional consecutive one-year terms unless a party otherwise terminates this Agreement as set forth below. (b) This Either party may terminate this Agreement shall terminate immediately upon or any Partner Service at any time, with or without cause, by providing the expiration or earlier termination of the Loan Sale Agreementother party with no less than 90 days’ Notice. (c) Either Party party may terminate this Agreement without effective upon Notice to the other party if (i) the other party defaults in performance of any material provision of this Agreement and such default is not cured within 30 days following Notice describing the specific default; (ii) the other party violates Applicable Law; (iii) the other party files a voluntary petition in bankruptcy or an involuntary petition is filed against it; (iv) the other party is adjudged bankrupt; or (v) a court assumes jurisdiction of the assets of the other party under a federal reorganization act or other statute. (d) Athena may terminate this Agreement for cause effective upon ninety Notice if Partner (90i) violates any Access and Use provision in Section 4 herein, or (ii) has breached or breaches the warranty in Section 8(a)(iv) herein. (e) Notwithstanding anything to the contrary set forth in this Agreement, Athena reserves the right to require Partner to agree to additional or alternative terms or pricing from time to time, but in no event more than once per year (unless otherwise required by Applicable Law or in connection with a change to the scope of the Partner Services); provided, that if the parties cannot reach mutual agreement after good faith discussion as to such alternative terms or pricing, either party may terminate this Agreement or the applicable Partner Service upon 30 days’ prior written notice Notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company Partner shall purchase promptly pay to Athena all Loan Accounts established by Bank prior amounts not subject to and on a bona fide dispute that are due hereunder for all services rendered through the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. 8.1 The term of this Agreement shall extend through June 30, 2001. This Agreement may be terminated earlier by one party upon its good faith determination that the other party is not or cannot satisfy its commercial needs in the area of 3DVV. A party making such determination shall notify the other of such determination and the basis for such termination, whereafter the notified party has the right to meet with the notifying party to discuss or rebut such termination. A termination by the notifying party shall only become effective after the notifying party has met with the other party to discuss such termination. It is the intention of ATL to carefully scrutinize whether its commercial needs are being satisfied by this Agreement in the event of any change of control of Vital Images. 8.2 This Agreement may be earlier terminated as follows: (a) This Agreement In the event that one party is in material default or breach of any provision of this Agreement, the other party shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred right to as the “Term”), unless either Party provides terminate this Agreement upon 30 days written notice of non-renewal to the other Party at least ninety (90) days prior to party in default or breach, provided that such party may avoid such termination by curing the end condition of the Initial Term breach or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofdefault within such 30 day notice period. (b) This Agreement shall terminate immediately upon In the expiration or earlier termination event of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any liquidation or windup of one of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganizationparties hereto, or other relief with respect to itself or its debts under any the adjudication of bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, receiver by a court of competent jurisdiction or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or where a levy of execution directly invoices all the substantial assets of a party, this Agreement shall fail generally to pay its debts as they become dueautomatically terminate effective the date of said liquidation, windup, adjudication, appointment, or shall take any corporate action to authorize any assignment, except that, at the election of the foregoing; (4) an involuntary case or other proceedingparty not involved in such action, whether pursuant the licenses granted to banking regulations or otherwise, shall that party under this Agreement may be commenced against continued for the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment unexpired term of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partythis Agreement. (ec) Bank In the event the Sales Agreement is terminated for any reason, Vital Images or ATL shall not be obligated have the option to approve Applications or establish new Loan Accounts after terminate this Agreement. 8.3 Upon termination of this Agreement; provided, Agreement pursuant to Section 8.1 or 8.2 hereof: (a) Each party shall return to the providing party all copies of any Confidential Information that Bank shall originate Loan Accounts was provided by one party to Applicants to whom Bank has issued a lending commitment prior to termination, unless the other during the course of this Agreement and is terminated pursuant unrelated to subsection 10(b) or by Bank pursuant to subsection 10(d)Products being sold under the Sales Agreement. (fb) ATL shall pay to Vital Images all sums owing under this Agreement including, without limitation, all amounts owing under any Product Development Plan for work completed by Vital Images prior to the date it received notification of the termination. (c) All Product Development Plans shall automatically terminate. (d) Each party shall continue to be bound by the provisions of this Agreement, which, by their nature, extend beyond or cannot be fully performed prior to the effective date of termination, including, without limitation, the provisions of Sections 2.2(d), 7.2, 7.3, 7.4, 7.7 and 10 of this Agreement. 8.4 The termination of this Agreement either pursuant to this Section shall be without prejudice to any rights or remedies to which the terminating party is entitled, if any, due to the material breach of one of the parties of any warranty, representation or covenant given by the other party under this Agreement. 8.5 Either party's obligation to exclusively collaborate with respect to any Product pursuant to Sections 2.1 and 2.2 shall terminate if (i) ATL fails to meet the minimum sales quantity in part or in whole shall not discharge any Party from any obligation incurred prior a given year which is necessary to maintain its exclusive rights to such termination. Product under the Sales Agreement or for any other reason under the Sales Agreement ATL's exclusive rights to make, use and sell such Product terminate, including those listed in Section 2.1(b) of the Sales Agreement, or (gii) a party elects to terminate further negotiations with respect to a Product Development Plan because the parties hereto cannot agree on the terms and conditions of the Product Development Plan. Upon termination of this Agreementthe exclusivity provisions of Sections 2.1 and 2.2 as to a given Product, Company shall purchase all Loan Accounts established each party may itself, or may assist others engaged in medical ultrasound imaging, in developing, making, selling or using its 3D medical imaging technology in a like product, provided that no use is made of the technology or proprietary information solely owned by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank other party except as licensed pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination 7.4 of this Agreement.

Term and Termination. (a) 5.1 This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four continue in effect for the Term. This Agreement shall be automatically renewed for additional terms of twelve (2412) months thereafter (each on an annual basis after the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to notifies the other Party in writing of its intent to terminate the Agreement, and such notice is received at least ninety sixty (90180) days prior to the end of the Initial Term or any Renewal Term or current term. 5.2 Subject to Sections 5.3 and 5.4, the termination of this Agreement is earlier terminated in accordance with shall not effect the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration rights or earlier termination obligations of the Loan Sale Agreement. (c) Either either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other partyunder any Order or Release issued by Purchaser and accepted by Nortel prior to such termination. (d) A 5.3 If either Party shall have be declared insolvent or bankrupt, or if any assignment of its property shall be made for the benefit of creditors or otherwise, or if its interest herein shall be levied upon under execution or seized by virtue of any writ of any court, or if a right petition is filed in any court to terminate this Agreement immediately upon written notice to declare such Party bankrupt and not dismissed in sixty (60) days, or if a trustee in bankruptcy, receiver or receiver-manager or similar officer is appointed for such Party or for any of such Party's assets, then the other Party may, at its option, terminate, without charge, this Agreement and/or any or all outstanding Orders and Releases and shall thereupon be free from all liability and obligations thereunder. The ability of a Party to terminate in any of such instances shall be subject to the following circumstances:applicable bankruptcy and insolvency statutes. 5.4 Subject to Section 5.3, a Party (1the "Non-Breaching Party") any representation may terminate an Order or warranty made by a Release only if the other Party (the "Breaching Party") is in material breach of a term of this Agreement shall be incorrect in any material respect or an Order or Release and shall such breach has not have been corrected within thirty (30) Business Working Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Companythe Non-Breaching Party's notice thereof to the Breaching Party. After termination, Company shall purchase all Loan Accounts originated by Bank In the event Purchaser terminates an Order or Release pursuant to subsection 10(e). (h) The terms of this Section 10 5.4, Purchaser shall survive reimburse Nortel for the expiration actual costs incurred to date in connection such Order or earlier termination of this AgreementRelease.

Term and Termination. (a) 18.1 This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter 31 December 2025 unless terminated earlier in accordance with its terms (the “Initial Term”) and shall renew automatically for ). 18.2 Aspen may, in its sole discretion, extend the Initial Term by up to two (2) successive terms further periods of one (1) year each (each a “Renewal Term,” collectively, from the expiry of the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides by giving written notice of non-renewal to the other Party Service Provider at least ninety (90) days prior to the end expiry of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofan extension period, as applicable. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement18.3 Not used. (c) Either Party may 18.4 Aspen shall be entitled to terminate this Agreement without cause upon ninety by giving the Service Provider not less than three (903) months' written notice of termination (and any SOW by giving not less than thirty (30) days’ prior ' written notice of termination), in which event the Service Provider will comply with Xxxxx's reasonable instructions with regard to termination and Aspen will only be liable to pay the Service Provider (i) in respect of the Services satisfactorily performed and accepted by Aspen up to the effective date of such termination; and (ii) any other partypre-agreed termination charges as specified in Schedule 2, Exhibit B, Attachment B-4 (Termination Charges). Termination of this Agreement pursuant to this clause shall, unless stated otherwise, terminate all SOWs then in force. 18.5 Either Party shall be entitled to terminate this Agreement or any SOW immediately if the other Party: 18.5.1 has committed a material breach of any of its obligations thereunder which is not capable of remedy and in this regard it is agreed that the Service Provider shall be deemed to have committed a material breach that is incapable of remedy entitling Aspen to terminate immediately if: (a) the termination rights described in Section 4.6 of Schedule 2, Exhibit C arise; (b) a Material Adverse Change occurs in relation to Service Provider; (c) a Change of Control of Service Provider (other than an internal re-organisation within the Service Provider Group); (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made breach by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it Service Provider which causes Aspen or any substantial part Aspen Affiliate to be in breach of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether obligations pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectRelevant Law; or (5e) there any breach by Service Provider which has a material adverse impact on Aspen's reputation (or that of any Aspen Affiliate) or leads to material adverse publicity; or 18.5.2 has committed a material breach of any of its obligations thereunder which is capable of remedy but which has not been remedied within 30 days of receipt of written notice to do so; or 18.5.3 becomes insolvent, has a materially adverse change receiver or administrator appointed over the whole or any part of its assets, enters into any compromise with its creditors, has an order made or resolution passed for it to be wound up (unless for the purposes of amalgamation or reconstruction) or undergoes any similar process in the financial condition of the other Partyany jurisdiction to which such Party is subject. (e) Bank shall not be obligated to approve Applications 18.6 Upon the termination or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination expiry of this Agreement either or an SOW the Service Provider will immediately deliver up to Aspen all items, equipment, and documentation which is the property of Aspen or an Aspen Affiliate, together with notes, memoranda, correspondence, documents, specifications, and other records (however stored) which contain or reflect Confidential Information related to Aspen or an Aspen Affiliate which have been made or obtained by the Service Provider or the Service Provider's Team in part the course of providing the terminated Services or are otherwise in whole its possession or control. 18.7 Termination or expiry of this Agreement or any SOW shall not discharge affect any Party from any obligation incurred prior rights, remedies, obligations or liabilities of the Parties that have accrued up to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After terminationor expiry, Company shall purchase all Loan Accounts originated by Bank pursuant including the right to subsection 10(e)claim damages in respect of any breach of this Agreement or the applicable SOW(s) which existed at or before the date of termination or expiry. 18.8 Following the expiry or termination (hfor whatever reason) The terms of this Section 10 Agreement or any SOW, the Service Provider shall co-operate with Aspen and other suppliers to Aspen to ensure a smooth handover of the terminated Services carried out by the Service Provider. 18.9 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement including clauses 20 (Intellectual Property Rights), 21 (Indemnity), 22 (Limitation of Liability), 23 (Confidentiality), 27 (Data Protection) and 33 (Health and Safety) shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an The initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier 10 years; provided, however, that this Agreement and ERCHB1's engagement of the Manager hereunder may be terminated at any time following the date hereof upon mutual agreement of ERCHB1 and the Manager. The Term shall be renewed automatically for additional two-year terms thereafter unless the Manager or ERCHB1 shall give notice in accordance with the provisions hereof. writing on or before one hundred and twenty (b120) This Agreement shall terminate immediately upon days before the expiration or earlier termination of the Loan Sale initial term or any two-year renewal thereof of its desire to terminate this Agreement. (c) . Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately Agreement, effective upon written notice to the other Party in any of (the following circumstances: "Defaulting Party") if the Defaulting Party: (1a) any representation or warranty made by the other Party in materially breaches this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement Agreement, and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganizationbreach is incapable of cure, or other relief with respect to itself a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcydomestic or foreign bankruptcy or insolvency law, insolvency, receivership, conservatorship which is not fully stayed within 30 business days or other similar law now is not dismissed or hereafter in effect vacated within 45 business days after filing; (d) is dissolved or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, liquidated or other similar official of it or takes any substantial part of its property, or shall consent to any corporate action for such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make purpose; (e) makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; ; (4f) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of has a trustee, receiver, liquidator, conservatortrustee, custodian, or other similar official agent appointed by order of it any court of competent jurisdiction to take charge of or sell any substantial part material portion of its property; property or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter business. Notwithstanding anything in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(bthe contrary, (a) or by Bank pursuant to subsection 10(d). (f) The the provisions of Section 7 shall survive the termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. and (gb) Upon no termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank whether pursuant to subsection 10(e). (h) The this Section 4 or otherwise, will affect ERCHB1's duty to pay any fees accrued, or reimburse any cost or expense incurred, pursuant to the terms of this Section 10 shall survive Agreement prior to the expiration or earlier termination effective date of this Agreementthat termination.

Term and Termination. (a) This Agreement shall have an initial term beginning enters into force on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Date. The Agreement shall terminate immediately upon remain in force until further notice. Both Parties have the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately in written form. The term of notice is 2 weeks. After the termination, the Service Provider is responsible for paying the Partner the sales income for the actual sales of Portions through the Service from the time before termination which the Partner is entitled to according to Appendix 1. Correspondingly, the Partner is obligated to pay to the Service Provider the applicable fees according to Appendix 1 accrued prior to the effective date of termination. Each Party shall have the right to terminate this Agreement with immediate effect upon written notice to the other Party in any of the following circumstances: if (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2a) the other Party shall default in the performance commits a material breach of any obligation or undertaking under of the terms and conditions of this Agreement and fails to remedy such default shall continue for thirty (30) Business Days after a breach, if the breach is capable of being remedied, within 7 days of the other Party’s written notice thereof has been given to such other Party; thereof; (3b) the other Party shall commence a voluntary case or other proceeding seeking is insolvent, declared bankrupt, is put into liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part sells all of its propertyassets, ends its business or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay it otherwise ceases with its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its propertypayments; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5c) there is a materially adverse material change in the financial condition control or ownership of the other Party. . A change is deemed material if control or ownership is acquired by a competitor of the other Party. The Parties shall notify the other Party of such material changes in the ownership or control without undue delay. The Service Provider has the right at its sole discretion to suspend the Partner from the Service if (ei) Bank the Service Provider suspects that the Partner has materially breached its obligations arising from this Agreement; (ii) the Partner has not paid all the matured applicable fees in accordance with Appendix 1 of this Agreement to the Service Provider; or (iii) there is reasonable doubt about the correctness or authenticity of the Partner’s Service account. Termination, cancellation or expiry of this Agreement shall not be obligated release the Parties or such Party, as the case may be, from any liability under any obligation pursuant to approve Applications this Agreement, which at the time thereof has already fallen due for performance or establish new Loan Accounts after termination any prior breach of this Agreement; provided. This Agreement shall remain binding on the Parties even after the expiry, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) termination or by Bank pursuant to subsection 10(d). (f) The termination cancellation of this Agreement either to the extent the context so requires in part or in whole order to safeguard the rights of the Parties and the exercise of the provisions agreed upon herein. In particular, provisions of Sections 8 (Confidentiality) and 18 (Governing Law and Settlement of Disputes) shall not discharge survive any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration cancellation or earlier termination expiry of this Agreement.

Term and Termination. (a) 18.1 This Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectivelycontinue in force, the Initial Term and Renewal Term(s) shall be referred to except as the “Term”)provided by Clause 18.3, unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier and until terminated in accordance with the provisions hereofof Clause 18.2. (b) This Agreement 18.2 Without prejudice to any other right or remedy which may be available to it, either party shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may be entitled summarily to terminate this Agreement without cause upon ninety (90) days’ prior by giving written notice to the other party.other: (di) A Party shall have if the other party has committed a right to terminate this Agreement immediately upon material breach of any of its obligations hereunder which is not capable of remedy; or (ii) if the other party has committed a material breach of any of its obligations hereunder which is capable of remedy but which has not been remedied within a period of sixty (60) days following receipt of written notice to the other Party in any of the following circumstances:do so; or (1iii) makes any representation voluntary arrangement with its creditors for the settlement of its debts or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given becomes subject to such other Party;an administration order; or (2iv) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced an order made against it, or shall make passes a general assignment resolution, for its winding-up (except for the benefit purposes of creditorsamalgamation or reconstruction) or has an encumbrancer take possession or has a receiver or similar officer appointed over all or substantially all of its property or assets. 18.3 After a period of seven (7) years from the Effective Date (the “Initial Period”), the licence set forth in Clause 5 shall expire automatically whereupon LGS shall have no further right or licence in respect of the Tools. However, LGS may renew the licence granted under the provisions of Clause 5, subject to the provisions of Clauses 18.3(i) and (ii), for a farther term of seven (7) years upon payment of a Renewal Fee. (i) LGS may exercise its rights to renew, as provided by this Clause 18.3, provided that LGS gives to ARM not less than six (6) months notice in writing of its intention to so renew, expiring on the seventh anniversary of the Effective Date. (ii) Upon receipt of LGS’s notice served in accordance with Clause 18.3(i), the parties shall fail generally enter into good faith negotiations to pay its debts as they become dueagree a reasonable Renewal Fee. For the avoidance of doubt, or LGS shall take any corporate action not be entitled to authorize exercise any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant rights contained in Clause 5 unless and until agreement has been reached and the Renewal Fee has been paid to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other PartyARM. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, 18.4 LGS and ARM acknowledge that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination each and every term and condition of this Agreement either in part has been fully and completely negotiated and such terms and conditions closely relate to each other. In the event that the Korean governmental authorities, including the Korean Fair Trade Commission, during the review of this Agreement require a modification to one or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination more of the clauses of this Agreement, Company ARM shall purchase all Loan Accounts established have the option to renegotiate the entire Agreement or accept the applicable modification of the Agreement as required by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)such governmental authorities. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning commerce on the Effective Date and ending twenty-four (24) months thereafter date of its signing by the last Party to sign (the “Initial Term”Effective Date) and shall renew automatically unless extended or terminated earlier, remain in effect until first to occur of any of the following: a. Failure of the Parties to receive a contract for two a Program Opportunity during the period of five (25) successive terms years following the Effective Date; b. Notification by the Customer that any of one (1) year each (each a “Renewal Term,” collectivelythe Parties is not an acceptable contractor or subcontractor for any Program Opportunity, the Initial Term in which case this Agreement shall terminate with respect to such Party for such Program Opportunity to which such notification relates but shall continue with respect to other Programs for such Party and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal also continue with respect to the other remaining Parties; c. Any of the Parties has been suspended or debarred from doing business with the U.S. Government and such suspension or debarment is not lifted within three (3) months, in which case this Agreement shall terminate with respect to such Party at least ninety (90) days prior but shall continue with respect to the end remaining Parties; d. Unanimous written consent of the Initial Term or Parties; e. Inability of Prime and any Renewal Term or this Agreement is earlier terminated other Party, negotiating in good faith, to reach agreement on an appropriate subcontract in accordance with the provisions hereof. (b) This this Agreement, in which case this Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material with respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and for such default Program Opportunities to which such subcontract relates but shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or Program Opportunities for such other similar official of it or any substantial part of its property, or Party and shall consent to any such relief or continue with respect to the appointment of a trusteeremaining Parties; f. In the event any Party is liquidated, receiver, liquidator, conservator, custodian, placed in receivership or other similar official or to any involuntary case or other proceeding commenced against it, or shall make makes a general assignment for the benefit of creditors, creditors or has become insolvent in which case this Agreement shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief terminate with respect to it such Party but shall continue with respect to the remaining Parties; g. Upon the expiration of sixty (60) days after the giving of written notice by the Prime or its debts under by the aggrieved Party, to any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment Party committing any breach of a trusteematerial obligation under this Agreement, receiverprovided that the breaching Party has not cured said breach within such sixty (60) day period, liquidator, conservator, custodianin which case this Agreement shall terminate with respect to such Party but shall continue with respect to the remaining Parties; h. Five (5) years after the Effective Date of this Agreement, or other similar official until three (3) years after completion of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectcontract, whichever is later; or i. Ten (510) there is a materially adverse change in years after the financial condition of Effective Date. In the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, event that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated as to a Party, such Party shall be free to pursue opportunities using its individual technical approach; however, if a Party is terminated pursuant to subsection 10(b) or by Bank pursuant paragraph 15.0 g, such Party shall be free to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall pursue only technical solutions not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination using a Tiltrotor UAV during the term of this Agreement. The provisions of Articles 10.0, Company shall purchase all Loan Accounts established by Bank prior to 11.0, 13.0, and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 18 .0 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) A. This Agreement will be effective as of the date first written above and shall have an initial term beginning on the Effective Date and ending twenty-four continue for ten (2410) months years thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of ). Unless one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party party provides written notice of non-renewal termination to the other Party at least ninety no less than one hundred eighty (90180) days prior to the end of the Initial Term or any Renewal Term or (as hereinafter defined), this Agreement is earlier shall automatically renew for a successive one-year period (a “Renewal Term”) upon the expiration of the Initial Term or any Renewal Term. The preceding notwithstanding, this Agreement may be terminated at any time by mutual agreement of the parties or otherwise in accordance with the terms hereof B. In addition to the provisions hereof. (b) This of Section XVI.A., above, this Agreement shall terminate immediately may be terminated with immediate effect upon the expiration or earlier termination occurrence of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstancesevents: 1. The insolvency of either party; its suffering or committing any act of insolvency, or the inability of either party to pay its debts when due or within one hundred eighty (1180) any representation days of due date; 2. Either party’s bankruptcy or warranty made liquidation, whether voluntary or involuntary, or the appointment for it of a receiver or liquidator; 3. An attempted assignment of this Agreement, except as provided in Section XVIII below; 4. Any non-payment by the other Party in Distributor to RBC of any indebtedness under this Agreement, provided the Distributor has received written notice of such default and has had thirty (30) days to cure such default but failed to do so; 5. The failure of a breaching party to remedy a breach of this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days days after written notice thereof of breach has been given to such other Party; (2) served on the other Party shall default in breaching party by the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) non-breaching party indicating the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any nature of the foregoing; (4) an involuntary case breach or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partypurported breach. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination C. In the event of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole due to breach of Agreement caused by Distributor, 1. The Distributor’s personal commission rights and downline position as an RBC Distributor shall not discharge any Party from any obligation incurred prior be affected, 2. Distributor agrees to such terminationco-operate with RBC, to surrender all records to RBC, and to do whatever is reasonably required by RBC in order to permit RBC, or its designee, to continue a viable business with RBC members in the Territory. 3. RBC agrees to repurchase, at cost, all saleable inventory purchased from RBC within ninety (g90) days following an audit by RBC’s auditors, minus a 10% restocking fee and any amounts owed by Distributor to RBC. D. Upon termination of this Agreement, Company shall purchase the Distributor will immediately cease to use in any manner all Loan Accounts established by Bank prior to RBC trademarks and/or trade names, including, but not limited to, “Royal BodyCare,” and on the date of termination that have “RBC,” and will not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)sell any goods under such trademarks or trade names or any similar names or marks. (h) The terms E. To permit each party to protect its respective business interests, each party hereby agrees to give reasonable notice to the other in the event of this Section 10 a material adverse change in its business or financial condition. Any event so reported shall survive the expiration or earlier termination not constitute a breach of this Agreement, unless such event is an event set forth in Section XVI.B., above.

Term and Termination. (a) 11.1 The Parties acknowledge that, except where otherwise expressly stated, this Agreement sets out the terms on which the Supplier has been carrying out and will continue to carry out the Services for the Recipient since the Effective Date and, for the avoidance of doubt, the Services provided by the Supplier to the Recipient prior to the date of signature of this Agreement shall be treated as Services provided pursuant to and in accordance with the terms of this Agreement as if this Agreement had been signed on the Effective Date. 11.2 This Agreement shall have has an initial term beginning on of three (3) years from the Effective Date and ending twenty-four (24) months thereafter date of this Agreement (the “Initial Term”) and ), unless terminated earlier pursuant to Section 11.3, following which, the Agreement shall renew be automatically for two (2) successive terms renewed at the end of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as following that on each anniversary of the “Term”), Agreement for further periods of one year unless either Party provides gives written notice of non-renewal to the other Party at least ninety (90) days prior to not later than 3 months before the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right such anniversary to terminate this Agreement at the end of the Initial Term or on the relevant anniversary thereof (as the case may be). 11.3 This Agreement may be terminated immediately upon by either Party: 11.3.1 on written notice to if the other Party is in any material breach of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect and, in any the event of a material respect and shall not have been corrected breach capable of being remedied, fails to remedy the material breach within thirty (30) Business Days after days of receipt of notice thereof in writing; or 11.3.2 on written notice thereof has been given to such other Party; (2) if the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally becomes unable to pay its debts as they become due, when due or shall take any corporate action to authorize any of insolvent or a receiver or administrator is appointed over the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it whole or any substantial material part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. ’s assets or the other Party is struck off (ewithout the ability to be reinstated) Bank shall not the Register of Companies (or similar register) in the jurisdiction where it was formed or an order is made or a resolution passed for winding up the other Party (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of the Party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be obligated to approve Applications or establish new Loan Accounts after termination bound by the terms of this Agreement); provided, that Bank shall originate Loan Accounts or 11.3.3 if the other Party ceases to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d)be its Affiliate. (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning 13.1 The Contract shall, unless otherwise terminated as provided in this condition 13, commence on the Effective Date and ending twenty-four (24) shall continue for the Initial Contract Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”Period), unless unless: (a) either Party provides notice of non-renewal to party notifies the other Party party of termination, in writing, at least ninety (90) 60 days prior to before the end of the Initial Contract Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Contract Term or this Agreement is earlier Renewal Period; or (b) otherwise terminated in accordance with the provisions hereofof the Contract; (c) and the Initial Contract Term together with any subsequent Renewal Periods shall constitute the Term. 13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if: (a) the other party commits a breach of the Contract provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation) the notice shall only be given if the party shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or (b) This Agreement shall terminate immediately upon the expiration other party has a winding up petition against it and does not make an application to set aside the same within 7 days or earlier termination goes into liquidation whether compulsory or voluntarily (unless part of a bona fide scheme for amalgamation or reconstruction first approved in writing by the party not in default), becomes subject to an administration order, has a receiver or administrative receiver appointed over or encumbrancer take possession of the Loan Sale Agreement.whole or any part of its assets, compounds with its creditors or any class of the same, ceases to carry on its business or threatens to cease the same or becomes unable to pay its debts within the meaning of s123 of the Insolvency Act 1986; or (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have party being an individual, has a right to terminate this Agreement immediately upon written notice to the other Party in bankruptcy order made against him or, being a partnership, has a bankruptcy order made against any of the following circumstances:partners or a notice served by a partner for the dissolution of the partnership. (1) 13.3 Termination of the Contract for any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and reason shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) affect any accrued rights or liabilities of either party nor shall it affect the other Party shall default coming into or continuance in the performance force of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any provision of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there Contract which is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) expressly or by Bank pursuant implication intended to subsection 10(d). (f) The termination of this Agreement either come into or continue in part force or in whole shall not discharge any Party from any obligation incurred prior to on after such termination. (g) 13.4 Upon termination of this Agreementthe Contract for any reason all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease using the Software. In addition, Company shall purchase the Customer shall, at Accentra’s option, either return to Accentra or destroy all Loan Accounts established by Bank prior to copies of such Software and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)associated Documentation. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is 10.1 Unless terminated earlier terminated in accordance with the provisions hereof. of this Clause 10 or Clause 13 or 14, this Agreement shall continue in force in each country of the world, until expiry of the last to expire of a period of fifteen (b15) This years from the date of First Commercial Sale or until expiry of the last Valid Claim, whichever is later always provided that this Agreement shall terminate immediately upon before the expiration or earlier termination expiry of the Loan Sale Agreementsaid fifteen (15) year period and after the expiry of the last Valid Claim if Biologics makes publicly available the Materials and the Materials Know-How. (c) Either Party 10.2 Licensee may terminate this Agreement without cause upon ninety by giving sixty (9060) days’ prior written days notice in writing to Biologics. 10.3 Either Biologics or Licensee may terminate this Agreement forthwith by notice in writing to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in occurrence of any of the following circumstancesevents: (1) any representation or warranty made by 10.3.1 if the other Party in commits a breach of this Agreement shall be incorrect which in any material respect and the case of a breach capable of remedy shall not have been corrected remedied within thirty sixty (3060) Business Days after written notice thereof has been given to such other Party; (2) days of the receipt by the other Party shall default in of a notice identifying the performance of any obligation or undertaking under this Agreement breach and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party;requiring its remedy. (3) 10.3.2 if the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally is unable to pay its debts as they become dueor enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt, or shall take ceases for any corporate action reason to authorize carry on business. 10.4 If at any time during this Agreement Licensee directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the foregoing; (4) an involuntary case Patent Rights or other proceeding, whether pursuant disputes or directly or indirectly assists any third party to banking regulations dispute the validity of any patent within any of the Patent Rights or otherwise, any of the claims thereof Biologics shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect entitled at any time thereafter to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it terminate all or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partylicences granted hereunder forthwith by notice to Licensee. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless 10.5 If this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole for any reason any and all licences granted hereunder shall not discharge any Party terminate with effect from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After terminationand Licensee shall destroy all Materials, Company Cell Lines and Product forthwith and shall purchase all Loan Accounts originated by Bank pursuant certify such destruction immediately thereafter in writing to subsection 10(e)Biologics. (h) The terms 10.6 Termination for whatever reason or expiration of this Section 10 Agreement shall survive not affect the expiration or earlier termination accrued rights of the parties arising in any way out of this AgreementAgreement as at the date of termination. The right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain if full force and effect.

Term and Termination. (a) This Agreement The Term shall have an initial term beginning begin on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically will continue for two (2) successive terms a Term of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to or unless terminated sooner as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofprovided herein. (b) This Nissan may terminate this Agreement shall terminate immediately for its convenience upon the expiration or earlier termination of the Loan Sale Agreementthirty (30) days’ notice to Company. (c) Either Party In addition to other termination rights expressly set forth in this Agreement, either party may terminate this Agreement without cause effective upon ninety (90) days’ prior written notice to the other partyif the other party violates any covenant, agreement, representation, or warranty contained herein in any material respect or defaults or fails to perform any of its obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days after notice thereof from the non-defaulting party stating its intention to terminate this Agreement by reason thereof. Material breach by Company includes: (i) breach of any restrictions or otherwise infringing Nissan’s proprietary rights by Company or third parties; (ii) violation of the license grants; (iii) nonpayment of fees; (iv) attempts to assign this Agreement; or (vii) breach of confidentiality obligations. (d) A Party shall If underpayment or nonpayment of the Fees occurs more than two (2) times, then Nissan will have a the right to terminate this Agreement immediately upon for cause and Company shall have no right to cure. (e) Either may terminate this Agreement by delivering written notice to the other Party in party upon the occurrence of any of the following circumstances: events: (1i) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue a receiver is appointed for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself either party or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make ; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be has commenced against the other Party seeking liquidationit, reorganization, or other relief with respect to it or its debts proceedings under any bankruptcy, insolvencyinsolvency or debtor's relief law, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its propertywhich proceedings are not dismissed within sixty (60) days; or an order for relief shall be entered against (iv) either Party under the federal bankruptcy laws as now party is liquidated or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d)dissolved. (f) The termination of Nissan may terminate this Agreement either to the extent any continued performance by the Company is deemed to be unlawful, as determined in part or in whole shall not discharge any Party from any obligation incurred prior to such terminationNissan’s sole reasonable discretion. (g) Upon Any provision in this Agreement that, in order to give proper effect to its intent, would or should survive any expiration or termination of this Agreement, Company Agreement shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)so survive. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This 18.1 The term of this Agreement shall have an initial term beginning on begin as of the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”as defined in Article 21.2) and shall renew automatically continue in force and effect for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectivelyan indefinite term thereafter, until the Initial Term and Renewal Term(s) Company shall be referred dissolved or otherwise cease to exist as the “Term”)a separate entity, unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or until this Agreement is earlier sooner terminated in accordance with pursuant to the provisions hereofof this Article 18. (b) 18.2 This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately is terminable by any party upon written notice to the other Party in any of the following circumstancesparties: (1a) any representation or warranty made by the other Party in this Agreement if another party shall be incorrect in or become incapable for a period of ninety (90) consecutive days of performing any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking its obligations under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party;because of force majeure as defined in Article 22; or (3b) the if another party or its creditors or any other Party eligible party shall commence a voluntary case or other proceeding seeking file for such party's liquidation, bankruptcy, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodiancompulsory composition, or other similar official of it or any substantial part of its propertydissolution, or shall consent to any such relief or to if the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally party is unable to pay its any debts as they become due, has explicitly or shall take implicitly suspended payment of any corporate action to authorize debts as they become due (except debts contested in good faith) or if the creditors or the party have taken over its management, or if the relevant financial institutions have suspended the party's clearing house privileges, or if any material or significant part of the foregoingparty's undertaking, property or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government. (c) upon EGV or EMBM's material breach of terms set forth in Section 2 that remains uncured for a period of ninety (90) days following receipt by the breaching party of written notice thereof from the nonbreaching party; (4d) an involuntary case upon a merger or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against consolidation of DEAC in which its shareholders do not retain a majority of the other Party seeking liquidation, reorganizationvoting power in the surviving corporation, or other relief a sale of all or substantially all of DEAC's assets; (e) at any time in the event that cumulative losses of the Company for any calendar year commencing on January 1, 2016 and thereafter, equal or exceed 120% of the cumulative yearly losses mutually agreed to by DEAC and HYHI as set forth in the Operating Plan, as reflected in the Company's financial statements prepared in accordance with respect to it Article 13 above; (f) if any enactment of law of Honduras in the reasonable opinion of DEAC, (i) make performance of this Agreement unreasonably expensive or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodianunreasonably difficult, or other similar official (ii) significantly alter the rights and obligations of it the parties from those agreed and contemplated by this Agreement and/or any agreements related hereto, or (iii) significantly interfere with the benefits contemplated by this Agreement and/or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectagreements related hereto; or (5g) there is a materially adverse change in the financial condition event any material term or provision of this Agreement shall for any reason be deemed invalid, illegal or unenforceable in any respect, by giving at least thirty (30) days' prior notice to the other Partyparties. (e) Bank shall not 18.4 This Agreement may also be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(bArticle 20.3 (lack of governmental approval) or by Bank pursuant to subsection 10(d)and the Company dissolved thereafter. (f) The termination 18.5 Nothing in this Article shall prevent a party from enforcing its rights which may be available under the other provisions of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to applicable law after the Effective Date and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)as applicable. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This 7.1 The term of the Agreement shall have an initial term beginning on be three (3) years from the Effective Date and ending twenty-four (24) months thereafter (Date. Thereafter, the “Initial Term”) and Agreement shall renew automatically be renewed for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”)terms, unless terminated upon three (3) months prior notice by either Party provides notice of non-renewal to before the other Party at least ninety (90) days prior to the end anniversary of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either 7.2 If either Party may terminate is in breach of its obligations under this Agreement without cause upon ninety (90) days’ prior written then the Party not in breach is entitled to serve notice in writing to the other partyParty in breach setting out details of the breach, what actions are required to correct the breach and allowing the Party in breach thirty (30) days from the date of notification in writing to correct the breach. (d) A 7.3 Either Party shall have a the right to terminate this Agreement and/or an accepted Project Proposal, effective immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by Party, should the other Party continue to be in material breach of this Agreement shall be incorrect Agreement, provided, that a notice of material breach pursuant to Section 7.2 has been served on the Party in any material respect breach and shall the Party in material breach has failed to correct the material breach within the thirty (30) day cure period. 7.4 Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, which is not have been corrected dismissed within thirty (30) Business Days days after written notice thereof its institution, (ii) is adjudged as bankrupt, (iii) becomes insolvent, (iv) has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidationreceiver, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, conservator or other similar official of it liquidator appointed for all or any a substantial part of its propertyassets, (v) ceases to do business, (vi) commences any dissolution, liquidation or winding up, or shall consent to any such relief or to the appointment (vii) makes an assignment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment its assets for the benefit of its creditors, . 7.5 An accepted Project Proposal or shall fail generally any other written assignment related to pay its debts as they become due, or shall take a Project Proposal may be terminated by Client at any corporate action time during the term of this Agreement on sixty (60) days prior written notice to authorize any of the foregoing;Service Provider. (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against 7.6 Except in the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment event of a trusteetermination by Client according to Section 7.3, receiverif this Agreement, liquidator, conservator, custodian, or other similar official of it any particular accepted Project Proposal or any substantial part of its property; particular other written assignment related to a Project Proposal is terminated before any such Project Proposal or an order any such other written assignment related to a Project Proposal is completed, Client shall pay Service Provider for relief shall be entered against either Party under all Services performed in accordance with any such affected Project Proposal or any such other written assignment related to a Project Proposal hereunder, and reimburse the federal bankruptcy laws as now or hereafter Service Provider for all costs and expenses incurred in effect; or (5) there is a materially adverse change in the financial condition of the other Partyperforming those Services. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) 7.7 The termination of this Agreement either in part or in whole shall not discharge any relieve either Party from any of its obligation incurred prior to such termination. the other with respect to (ga) Upon termination maintaining the confidentiality of this Agreementinformation, Company shall purchase all Loan Accounts established by Bank prior to and on (b) liability and, (c) compensation for Services performed through the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. This Agreement shall be effective from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement in accordance with its terms. This Agreement may be terminated at any time prior to the Effective Time, whether before or after its approval by the shareholders of Target or Parent: (a) This Agreement shall have an initial term beginning on by the mutual written agreement of Parent and Target; (b) by either Parent or Target, if the Effective Date and ending twenty-four (24) months thereafter Time has not occurred on or before July 31, 2015 (the “Initial TermTermination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 10.1(b) shall not be available to a party whose failure to fulfill any obligation under this Agreement or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Merger to have been consummated on or before such date; (c) by either Target or Parent, if after the date hereof, there shall be enacted or made any applicable Law that makes consummation of the Merger illegal or otherwise prohibited or if any judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction restrains, enjoins or prohibits the consummation of the Merger, and such judgment, injunction, order or decree becomes final and non-appealable; provided, however, that, subject to Section 7.5, the right to terminate pursuant to this Section 10.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in such action; (d) by Target, if there has been a breach by Parent or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement which breach (i) would give rise to the failure of a condition set forth in Section 8.3(a) or 8.3(b) and shall renew automatically for two (2ii) successive terms of one (1) year each (each a “Renewal Term,” collectivelyif susceptible to cure, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days has not been cured in all material respects prior to the end earlier to occur of (x) 20 Business Days following delivery by Target and receipt by Parent of written notice of such breach or (y) the Termination Date; (e) by Parent, if there has been a breach by Target of any representation, warranty, covenant or agreement set forth in this Agreement which breach (i) would give rise to the failure of a condition set forth in Section 8.2(a) or 8.2(b) and (ii) if susceptible to cure, has not been cured in all material respects prior to the earlier to occur of (x) 20 Business Days following delivery by Parent and receipt by Target of written notice of such breach and (y) the Termination Date; (f) by either Target or Parent, if the Target Shareholder Approvals are not obtained because of the Initial Term failure to obtain such approval upon a vote at the Target Meeting; (g) by either Target or Parent, if the Parent Shareholders’ Approval is not obtained because of the failure to obtain such approval upon a vote at the Parent Meeting; (h) (i) by Parent or Target, if the other respective party shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in Section 7.2, (ii) by Parent if Target shall have failed to hold or otherwise be in material breach of its obligations to hold the Target Meeting in accordance with its obligations under Section 7.8, (iii) by Target if Parent shall have failed to hold or otherwise be in material breach of its obligations to hold the Parent Meeting in accordance with its obligations under Section 7.13, or (iv) by Parent or Target, if the board of directors of the other party or any Renewal Term committee thereof shall have made an Adverse Recommendation Change; (i) by Target or this Agreement is earlier terminated Parent, if Target or Parent, as applicable, will have delivered to Target or Parent, as applicable, the Superior Proposal Notice of such party’s intent to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal received by such party in accordance with the provisions hereof. (bof Section 7.2(f) This Agreement shall terminate immediately upon including the expiration payment by Target to Parent or earlier Parent to Target, as applicable, the termination of the Loan Sale Agreement. (cfee specified in Section 11.1(b) Either Party may terminate or Section 11.1(c), as applicable. It is understood and agreed that, prior to any termination pursuant to this Agreement without cause upon ninety (90Section 10.1(i) days’ prior written notice taking effect, any amendment to the price or any other party. material term of a Superior Proposal (dsuch amended Superior Proposal, a “Modified Superior Proposal”) A Party shall have require a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect new Superior Proposal Notice and shall not have been corrected within thirty (30) a new five Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief Day Match Period with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other PartyModified Superior Proposal. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This 6.1 The Term of this Agreement shall have an initial term beginning be effective on a country by country basis from the Effective Date and ending twenty-four (24) months thereafter (set forth above until the “Initial Term”) last patent within the Intellectual Property Rights claiming any of the Compounds, Prodrugs, or Metabolites shall expire in that country, and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term continue in full force and Renewal Term(s) shall be referred to as the “Term”)effect, unless either Party provides notice of non-renewal terminated earlier according to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party 6.2 Anadys may terminate this Agreement without cause upon ninety sixty (9060) days’ prior days written notice to the other party. (d) A Party shall have a right Licensors, with or without cause, as to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances:Compounds, their Prodrugs or Metabolites of such Compounds, without further obligation on their part with respect to same except as to accrued hold harmless rights and accrued but unpaid royalties, by assigning back to Licensors all right, title, and interest that Anadys, its sublicensees, and assigns had previously obtained herein with respect to such Compounds, Prodrugs and Metabolites, and in such instance Anadys, its sublicensees, and assigns would thereupon also be relieved of their royalty obligations with respect to such Compounds, Prodrugs and Metabolites. 6.3 If any Party fails to perform any of its material obligations under this Agreement, the non-defaulting Parties may give written notice of the default to the defaulting Party. Unless such default is cured within sixty (160) any representation or warranty made by days after such notice, the other non-defaulting Party in this Agreement shall be incorrect in any material respect and shall may give a final written notice of the default to the defaulting Party. If the default is not have been corrected cured within thirty (30) Business Days days after written notice thereof has been given such final notice, the Agreement may be terminated. Notwithstanding the foregoing, to such other Party; (2) the other Party shall default in the performance extent a material breach of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given relates to such other Party; (3) the other Party shall commence a voluntary case one or other proceeding seeking liquidationmore Compounds, reorganizationMetabolites, Prodrugs, or other relief Products, but not all Compounds, Metabolites, Prodrugs or Products, then any termination of this Agreement in accordance with this Section 6.3 shall apply solely to the affected Compound(s), Metabolite(s), Prodrug(s) or Product(s) only, and in such case this Agreement will remain in full force and effect with respect to itself the Compounds, Metabolites, Prodrugs or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall Products that are not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless terminated. If this Agreement is terminated by Anadys under this Section 6.3 for the willful breach by Licensors of Section 4.1, 4.2, 4.3 or 4.4, then the financial obligations of Anadys and its sublicensees under this Agreement with respect to the Compound, Metabolite, Prodrug affected by such breach shall be extinguished and Anadys shall have a fully paid-up, worldwide, irrevocable, exclusive license to (a) such Compound, Prodrug, and/or Metabolite, and (b) to the Intellectual Property Rights associated therewith. 6.4 In the event that this Agreement is terminated or rejected by a Party or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to subsection 10(bthis Agreement by such Party are, and shall otherwise be deemed, for purposes of Section 365(n) of the Bankruptcy Code and any similar law or regulation in any other country, licenses or rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The Parties agree that all Intellectual Property Rights licensed hereunder, including without limitation, any patents or patent applications in any country of a Party covered by Bank pursuant to subsection 10(d)the license grants under this Agreement are part of the definition of "intellectual property" under the Bankruptcy Code or any similar law or regulation in any other country. (f) The termination 6.5 All provisions of this Agreement either in part required to interpret and enforce the Parties' rights and obligations under this Agreement also will survive to the extent required for the full observation and performance of this Agreement by the Parties. The termination or in whole expiration of this Agreement for any reason shall not discharge be without prejudice to any rights that shall have accrued to the benefit of any other Party from any obligation incurred under this Agreement prior to such terminationtermination or expiration, including, but not limited to, injunctive relief, and any damages arising from any breach hereunder. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on 8.1 Unless otherwise terminated in accordance with the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectivelythis Agreement, the Initial Term duration of this Agreement is for so long as Distributor has the right to promote, market, distribute and Renewal Term(s) shall be referred sell any Product, pursuant to as Exhibits B and C (the “Term”). 8.2 Notwithstanding Section 8.1 above, unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier may also be terminated in accordance with at any time by the provisions hereof. (b) This Agreement shall terminate Corporation immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other partyDistributor in the event that Distributor materially breaches any term or condition of this Agreement, including, without limitation, (a) failing to comply with the applicable federal, State and local laws and regulations, pursuant to Section 4.2 above; (b) failing to achieve any minimum purchase requirements set forth in this Agreement; and (c) failing to comply with the price and payment term provisions set forth in Article 3 hereof. Furthermore, the Corporation may also unilaterally terminate the Distributor’s (i) right to promote, market, distribute and sell any Product for which Distributor fails to provide the necessary training or fails to achieve any minimum purchase requirements, each as set forth in this Agreement, and (ii) license to use the Software, including any sublicense of the Software, with respect to such Product for which such rights have been terminated. (d) A Party shall have a right to terminate 8.3 Notwithstanding anything in Sections 8.1 or 8.2, this Agreement may also be terminated at any time by either party immediately upon written notice to the other party (the “Subject Party”) in the event that after the date hereof: (a) The Subject Party shall suspend or discontinue its business, or shall make an assignment for the benefit of, or composition with, creditors, or shall become insolvent or be unable or generally fail to pay its debts when due, or becomes in any jurisdiction a party or subject to (voluntarily or involuntarily) any liquidation or dissolution action or proceeding with respect to itself, or any bankruptcy, reorganization, insolvency or other proceeding for the relief of financially distressed debtors is commenced with respect to it, or a receiver, liquidator, custodian or trustee shall be appointed for it or a substantial part of its assets (and with respect to any involuntary action or proceeding, an order entered in the proceeding is not dismissed within 30 days) or it shall take any action to effect or which indicates its acquiescence in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (fb) The termination Subject Party materially breaches any provision of this Agreement either and fails to cure such default within 30 days of receipt of written notice thereof, with the exception of the reasons for default set forth in part or in whole shall not discharge any Party from any obligation incurred prior to such Section 8.2 above, the occurrence of which give the Corporation the right of immediate termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement Each Service and access to each Facility shall have an initial be provided for a term beginning commencing on the Effective Date First Time of Delivery and ending twenty-four ending, in each case, on the date set forth with respect to such Service or access to such Facility in Schedule 2.01 (24in the case of Services) months thereafter or Schedule 2.02 (in the “Initial Term”) and shall renew automatically for two (2) successive case of access to Facilities), respectively, or such shorter term if earlier terminated pursuant to the terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofAgreement. (b) This Notwithstanding the term for providing any Service or access to any Facility as set forth in Schedule 2.01 or Schedule 2.02, respectively, this Agreement shall terminate immediately upon may be terminated earlier by AIG (i) if the expiration or earlier termination Company is in material breach of the Loan Sale Agreement. (c) Either Party may terminate terms of this Agreement without cause upon ninety (90) days’ prior written notice and the Company fails to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected cure such breach within thirty (30) Business Days after days of AIG delivering a written notice thereof has been given of such breach to such the Company (it being understood and agreed that the failure of the Company or a Recipient to pay any outstanding Service Charge or other Party; (2) amount due to AIG or a Provider shall be a material breach of the other Party shall default in the performance terms of any obligation or undertaking under this Agreement and that AIG may terminate this Agreement if the Company fails to cure such default shall continue for thirty breach within ten (3010) Business Days after days of AIG delivering a written notice thereof has been given of such breach to such other Party; the Company); or (3ii) if the other Party shall Company or the Company Entities commence a voluntary case or other proceeding seeking liquidation, reorganization, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar taking possession by any such official or to any in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, creditors or shall take any corporate action to authorize any of the foregoing;. (4c) an involuntary Notwithstanding the term for providing any Service or access to any Facility as set forth in Schedule 2.01 or Schedule 2.02, respectively, this Agreement may be terminated earlier by the Company (i) if AIG is in material breach of the terms of this Agreement and AIG fails to cure such breach within thirty (30) days of the Company delivering a written notice of such breach to AIG; or (ii) if AIG commences a voluntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party proceeding seeking liquidation, reorganization, reorganization or other relief with respect to it itself or its debts under any bankruptcy, insolvency, receivership, conservatorship insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, custodian or other similar official of it or any substantial part of its property; , or shall consent to any such relief or to the appointment of or taking possession by any such official in an order involuntary case or other proceeding commenced against it, or shall make a general assignment for relief the benefit of creditors or shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition take any corporate action to authorize any of the other Partyforegoing. (ed) Bank With respect to any Service or access to any Facility: (i) the Company may terminate such Service or access to such Facility, in whole but not in part with respect to such Service or access to such Facility: (A) for any reason or no reason upon providing at least ten (10) days’ prior written notice to the Provider of such Service or access to such Facility (unless a longer notice period is specified in the Schedules attached hereto or in a third-Person agreement to provide Services), in each case, subject to the obligation to pay any applicable termination charges pursuant to Section 6.02; or (B) at any time upon prior written notice if AIG has failed to perform any of its material obligations under this Agreement with respect to such Service or access to such Facility, and such failure shall continue to exist thirty (30) days after receipt by AIG of a written notice of such failure from the Company or the applicable Recipient; or (C) pursuant to Section 6.04(b); (ii) AIG may terminate such Service or access to such Facility, in whole but not in part with respect to such Service or access to such Facility: (A) at any time upon prior written notice if the Company has failed to perform any of its material obligations under this Agreement with respect to such Service or access to such Facility, and such failure shall continue to exist thirty (30) days after receipt by the Company of a written notice of such failure from AIG or the applicable Provider; (B) after compliance with the provisions of Section 2.04, immediately upon the Company’s receipt of written notice, if the continued performance of such Service or the provision of access to such Facility would, in the opinion of AIG exercised in good faith, be obligated a violation of any Law; or (C) pursuant to approve Applications Section 6.04(b); (iii) Any such Service or establish new Loan Accounts after access to such Facility may be terminated, in whole but not in part, upon the mutual agreement of the Parties; and (iv) AIG may terminate such Service or access to such Facility, in whole but not in part with respect to such Service or access to such Facility: upon sixty (60) days’ prior written notice to the Company if (A) AIG determines in its reasonable discretion that it is necessary for AIG to increase its Service Charges in order to recover its increased costs to provide such Service or access to such Facility and (B) the Company does not consent in writing to amend Schedule 2.01 or Schedule 2.02, as applicable, to provide for such increased Service Charges within thirty (30) days of receiving from AIG such written notification along with the proposed increased Service Charges and reasonably detailed documentation in support of the proposed increased Service Charges. If a Service or access to a Facility is terminated, the relevant Schedule shall be updated to reflect such termination. In the event that the effective date of the termination of this Agreement; providedany Service or access to any Facility is a day other than at the end of a month, the Service Charge, the Pass-Through Charges and other amounts due to a Provider associated with such Service or access to such Facility shall be pro-rated appropriately. In addition, to the extent that Bank a Provider’s ability to provide a Service or access to a Facility, as the case may be, is dependent on the continuation of another Service or access to another Facility, as the case may be, such Provider’s obligation to provide such Service or access to such Facility shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The terminate automatically with the termination of this Agreement either in part such supporting Service or in whole shall not discharge any Party from any obligation incurred prior access to such terminationsupporting Facility. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 9.1 This Agreement shall have an initial term beginning on continue in full force and effect until the Effective Date and ending twenty-four (24) months thereafter (Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred Parties or pursuant to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofClause 9.2 below. (b) 9.2 This Agreement shall terminate immediately upon in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the expiration or earlier termination Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the Loan Sale provisions of this Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to , the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to Licence or the other Party in any Company’s Articles of Association. For the following circumstances: (1) any representation or warranty made by the other Party in sake of clarity, if and when this Agreement shall be incorrect terminate in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given relation to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether Eurocom pursuant to banking regulations or otherwisethis Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or released from all its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyobligations and restrictions hereunder. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination 9.3 Termination of this Agreement either in part or in whole pursuant to Clause 9.2 above shall not discharge release any Party from any obligation incurred prior liability, which at the time of termination has already accrued to such termination. (g) Upon termination Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this AgreementAgreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company shall purchase all Loan Accounts established or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by Bank prior the Indemnifying Party under any agreements with the Company’s lenders to and on the date of termination that have not already been purchased which such Party is a party (including misrepresentations made by Company. After termination, Company shall purchase all Loan Accounts originated such Party in relation to information given by Bank pursuant to subsection 10(eit). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier 5.1 Unless otherwise terminated in accordance with this Article 5, the provisions hereofterm of this AGREEMENT shall commence on the EFFECTIVE DATE and shall expire when there is no longer a VALID CLAIM (the “TERM”). Upon the expiration of this AGREEMENT but not its termination, provided that DIADEXUS has paid the consideration to ICOS that is due and accrued as of such expiration date, DIADEXUS shall have the right to continue to practice the subject matter recited in the claims of the ICOS PATENTS within the FIELD after the TERM without any consideration due to ICOS. 5.2 If either party materially fails or neglects to perform covenants or provisions of this AGREEMENT (b“default”) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. and if such default is not corrected within sixty (c60) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior days after receiving written notice to of such default, the other party. (d) A Party non-defaulting party shall have a the right to terminate this Agreement immediately upon AGREEMENT by giving additional written notice of intent to terminate this AGREEMENT, so long as such additional notice of termination is given within six (6) months of the date the first notice of default was sent, and unless the defaulting party corrects such default before the expiration of such six (6) month term. Upon termination of this AGREEMENT pursuant to this Section 5.2, all licenses granted hereunder and all royalty obligations shall terminate. 5.3 This AGREEMENT shall terminate in relation to the other Party rights granted to a party under this AGREEMENT if, at any time, whether voluntarily or not, the party: (a) files in any of the following circumstances: (1) court or agency pursuant to any representation statute or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance regulation of any obligation state or undertaking under this Agreement and such default shall continue country, a petition in bankruptcy or insolvency or for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case reorganization or other proceeding seeking liquidation, reorganization, for an arrangement or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking for the appointment of a trustee, receiver, liquidator, conservator, custodian, receiver or trustee of the other similar official of it party or any substantial part of its propertyassets, (b) proposes a written agreement of composition or shall consent to any such relief or to the appointment extension of a trusteeits debts, receiver, liquidator, conservator, custodian, or other similar official or to any (c) is served with an involuntary case or other proceeding commenced petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, (d) if the other party shall propose or shall make be a general party to any dissolution or liquidation, (e) makes an assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination suffers any proceeding analogous to the above under any statute or regulation of this Agreement either in part any state or in whole shall not discharge any Party from any obligation incurred prior to such terminationcountry. 5.4 Notwithstanding the bankruptcy of ICOS, DIADEXUS shall be entitled, at its sole discretion, to elect to retain its rights hereunder, in their entirety, including the licenses granted herein by ICOS, subject to DIADEXUS’ obligations herein, including its obligation to make payments and reports to ICOS (gor its successor in interest, heir, administrator or assign) Upon termination of this Agreementand nothing herein shall terminate ICOS’s or its successor’s, Company shall purchase all Loan Accounts established by Bank prior heir’s, administrator’s or assign’s right to enforce its rights against DIADEXUS therein. 5.5 The parties hereby acknowledge and on the date of termination agree that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank any license granted under or pursuant to subsection 10(e)this AGREEMENT is, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, a license of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. ICOS agrees that, with regard to the licenses granted to DIADEXUS hereunder, DIADEXUS, as a licensee of such rights under this AGREEMENT, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on take effect upon the Effective Date date first written above, and ending twenty-four shall remain in effect for seven (247) months thereafter years (the “"Initial Term”"). Thereafter, this Agreement will automatically renew for one term of three (3) and shall renew automatically for two years (2) successive terms of one (1) year each (each a “"Renewal Term,” collectively, the Initial Term and Renewal Term(s") shall be referred to as the “Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety other, not less than twelve (9012) days months prior to the end of the Initial Term or any Renewal Term or Term, of its intent to terminate this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) . Either Party may terminate this Agreement without cause reserving all other remedies and rights hereunder in whole or in part and otherwise available at law or in equity, upon ninety (90) days’ prior the occurrence of an Event of Default, as defined herein. Upon the occurrence of an Event of Default, the non-defaulting Party may terminate this Agreement by giving notice of its intent to terminate. Such written notice to shall describe the other party. (d) A Party Event of Default. Fingerhut shall also have a the right to terminate this Agreement immediately upon by written notice to Metris upon the other Party occurrence of a Change of Control (as defined below) with respect to Metris. A "Change in Control" shall be deemed to have occurred if (a) any person or group (within the meaning of Rule 13d-5 of the following circumstances: Securities Exchange Act of 1934 as in effect on the date hereof) other than Fingerhut shall own directly or indirectly, beneficially or of record, shares representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Metris; (b) a majority of the seats (other than vacant seats) on the Board of Directors of Metris shall at any time be occupied by persons who were neither (1) any representation nominated by Fingerhut, or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; Board of Directors of Metris, nor (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectappointed by directors so nominated; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have is entered into for an initial term beginning fixed period ending twenty years from its effective date. Thereafter, this Agreement shall continue to be in effect for successive periods of five years unless terminated by any Party upon twelve months’ prior written notice to all other Parties on the Effective Date and ending twentylast day of the initial fixed term or the relevant five-four (24) months thereafter (year period. Any termination by a Party shall only be effective with respect to the “Initial Term”) respective Party and shall renew automatically be without prejudice to the continued binding effect of this Agreement for two all other Parties. (2b) successive terms Contrary to Art. 545 CO, this Agreement shall not be terminated, but shall continue to be in effect: (i) in case of one (1) year each (each death of a “Renewal Term,” collectivelyParty, provided that in such event, the Initial Term and Renewal Term(sheir(s) shall become a Party or Parties to this Agreement (einfache Nachfolgeklausel), and shall, hence, execute a deed of adherence hereto in the form as set forth in Annex 7.2(b); and (ii) in case of bankruptcy of a Party, if a Party is placed under guardianship or if the liquidating interest of a Party is subject to an execution sale, in which cases the rights of such Party may be referred exercised by a legal representative to the extent provided by applicable law, provided that, if a continuation of the Agreement with the Party affected by such events (represented by a legal representative, as the “Term”)case may be) is not permitted under applicable law, unless either Party provides notice of non-renewal to the other Party at least ninety Agreement shall be continued among the remaining Parties. (90c) days prior to the end If one of the Initial Term or any Renewal Term or this Agreement is earlier terminated Parties has disposed of all of its Shares in accordance with the provisions hereof. (b) This of this Agreement, then, upon completion of such disposal, this Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale automatically with respect to such Party, and such Party shall no longer be a party to this Agreement. (c) Either Party may terminate , but this Agreement without cause upon ninety (90) days’ prior written notice to shall be continued among the other partyremaining Parties. (d) A Each Party shall have a has the right to terminate this Agreement immediately upon with respect to itself by serving a six months’ prior written notice and a ROFR Notice to the other Party Parties and the Co-Chairmen, such termination, however, becoming only effective upon the sale or conversion of all Class B Shares in any accordance with the provision in Art. 7.5 and 7.6, respectively (such Art. 7.5 and 7.6 being applicable mutatis mutandis). In the event of the following circumstances: (1) any representation or warranty made by the other Party in a termination pursuant this Art. 9.2(d), this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) continued among the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyremaining Parties. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter on January 31, 2020 (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety one hundred eighty (90180) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a the right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other similar proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; property or an order for relief shall be entered against either the other Party under the federal bankruptcy laws as now or hereafter in effect; or; (5) there is a materially adverse change in the financial condition of the other Party; or (6) either Party has terminated the Marketing Agreement and any applicable notice period provided in the Marketing Agreement has expired. (ec) In addition to the foregoing termination rights, Bank shall not be obligated may terminate this Agreement immediately upon written notice to approve Applications Company (i) if Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of this Agreement or establish new Loan Accounts after termination Section 3.2(d) of the Servicing Agreement and fails to cure such default within one (1) Business Day of receiving notice of such default from Bank; (ii) if Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of this Agreement or Section 3.2(d) of the Servicing Agreement more than once in any three (3) month period; (iii) if Company fails to maintain the Required Balance in the Collateral Account as required by Section 31 or Schedule 31 of this Agreement; providedor (iv) if Bank is deemed to be a “sponsor” or “securitizer” under any rule, that Bank shall originate Loan Accounts regulation or order of the Securities and Exchange Commission with respect to Applicants to whom Bank has any security issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) by Company (or by Bank pursuant to subsection 10(dits affiliates). (fd) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination, including any obligation with respect to Loans or Receivables sold prior to such termination. (ge) Upon Following termination of this Agreement, Company shall purchase all Loan Accounts any Loans established by Bank under the Marketing Agreement prior to and on the date of termination of the Marketing Agreement that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts and any Loans originated by Bank pursuant to subsection after termination of this Agreement, if such Loans are originated in accordance with Section 10(e)) of the Marketing Agreement. (hf) Bank may terminate this Agreement immediately upon written notice to Company if Bank incurs any Loss that would have been subject to indemnification under Section 10(a) but for the application of Applicable Laws that limit or restrict Bank’s ability to seek such indemnification. (g) The terms of this Section 10 8 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 13.1 This Agreement shall have an initial term beginning on remain in effect for sixty (60) months from the Effective Date and ending twenty-four (24the "Initial Term"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months thereafter (prior to then end of the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively. However, the Initial Term and Renewal Term(s) nothing contained herein shall be referred interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below. 13.2 Either party may terminate this Agreement at any time during the “Term”)term of this Agreement if either party fails materially to comply with any covenant, unless either Party provides term, or provision of this Agreement, by written notice of non-renewal given to the other Party at least ninety party not less than thirty (9030) days prior to the end effective date of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) such termination. Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a 's right to terminate this Agreement immediately upon under this Section 13.2 may not be exercised unless said party shall have given the other party written notice to of the failure, and the other Party in any of party has not cured the following circumstances: (1) any representation or warranty made by failure within the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written day period following notice thereof has been given to such other Party;from said party. 13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if: (2a) a receiver is appointed for Distributor or its property; (b) Distributor makes an assignment for the other Party shall default in the performance benefit of its creditors; (c) any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidationproceedings are commenced by, reorganizationfor, or other relief with respect to itself or its debts against Distributor under any bankruptcy, insolvency, receivershipor debtor's relief law; or (d) Distributor is liquidated, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodiandissolved, or otherwise terminates its activities. 13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other similar official information necessary for an orderly changeover of representation in the Territory. 13.5 Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or any substantial part organization controlled or directed by it shall divulge the contents of its property, or shall consent such material to any such relief or to person at any time, notwithstanding the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement. 13.6 Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement. 13.7 Distributor acknowledges and agrees that: (a) Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and (b) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other right in the promotion of Airspan's Products or in any goodwill created by its efforts hereunder. 13.8 This Section 13.8, as well as the provisions of Sections 9, 10, 11, 16, 17 and 18, shall survive the termination of this Agreement. -------------------------------------------------------------------------------

Term and Termination. 23.1 Subject to this Article 23 and to the Petroleum (aExploration and Production) This Law PNDCL 84 (Section 12) the term of this Agreement shall have an initial term beginning on be thirty (30) years commencing from the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to Date. 23.2 At the end of the Initial Term term provided for in Article 23.1, provided that this Agreement has not earlier been terminated, the Parties may negotiate concerning the terms and conditions of a further agreement with respect to the Contract Area or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions part thereof, but no failure to enter any such further agreement shall give rise to arbitration pursuant to Article 24 hereof. (23.3 Subject to Article 22, Termination of this Agreement shall result upon the occurrence of any of the following: a) the relinquishment or surrender of the entire Contract Area; b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale AgreementExploration Period including extensions pursuant to Article 3 without notification by Contractor of commerciality pursuant to Article 8 in respect of a Discovery of Petroleum in the Contract Area; provided, however, Termination shall not occur while Contractor has the right to evaluate a Discovery for appraisal or commerciality and/or propose a Development Plan pursuant to Articles 8 or 14, or once a Development Plan has been approved, nor when the provisions of Articles 8.13 through 8.19 are applicable; c) if, following a notice that a Discovery is a Commercial Discovery the Exploration Period terminates under Article 3 without a Development Plan being approved, provided however that Termination shall not occur when the provisions of Articles 8.13 through 8.19 are applicable; or d) the failure of Contractor through any cause other than Force Majeure, to commence preparations with respect to Development Operations pursuant to Article 8.11. (c) Either Party 23.4 Subject to Article 22 and pursuant to procedures described in Article 23.5 below GNPC and/or the State may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in uncorrected occurrence of any of the following circumstancesevents (or failures to act listed) below: (1a) the submission by Contractor to GNPC of a written statement which Contractor knows or should have known to be false, in a material particular; provided that in the event of intent on the part of Contractor to cause serious damage to GNPC or the State, a period for remedy of such false statement shall not be given; b) the assignment or purported assignment by Contractor of this Agreement contrary to the provisions of Article 25 hereof; c) the insolvency or bankruptcy of Contractor, the entry by Contractor into any representation agreements or warranty made by composition with its creditors, taking advantage of any law for the benefit of debtors or Contractor’s entry into liquidation, or receivership, whether compulsory or voluntary, and there is thereby justifiable anticipation that the obligations of Contractor hereunder will not be performed; provided, however, if the Contractor is comprised of more than one non-Affiliated entity, then the insolvency or bankruptcy of one Contractor Party shall not lead to a termination of the Agreement if the other Contractor Parties will assume the rights and obligations of the defaulting Contractor Party under the Petroleum Agreement; d) the intentional extraction by Contractor of any material of potential economic value other than as authorised under this Agreement, or any applicable law except for such extraction as may be unavoidable as a result of Petroleum Operations conducted in accordance with accepted international petroleum industry practice, in the same or similar circumstances; e) failure by Contractor i) to fulfil its minimum work obligations pursuant to Article 4.3, save where the Minister has waived the default; or ii) to carry out an approved Appraisal Programme undertaken by Contractor pursuant to Article 8, unless Contractor notifies GNPC and the Minister that the Appraisal Programme should be amended and submits said amendment to the JMC for its review; f) substantial and material failure by Contractor to comply with any of its obligations pursuant to Article 7.1 hereof; g) failure by Contractor to make any payment of any sum due to GNPC or the State pursuant to this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days days after written receiving notice thereof has been given that such payment is due, except where liability for payment of such sum is disputed in good faith by Contractor in which case the matter shall, if agreement in relation to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for it cannot be reached after thirty (30) Business Days after days, be referred to arbitration under Article 24; h) failure by Contractor to comply with any decisions reached as a result of any arbitration proceedings conducted pursuant to Article 24 hereof. 23.5 If GNPC and/or the State believe an event or failure to act as described in Article 23.4 above has occurred, a written notice thereof has been shall be given to such other Party; Contractor describing the event or failure. Contractor shall have thirty (330) days from receipt of said notice to commence and pursue remedy of the other Party event or failure cited in the notice. If after said thirty (30) days Contractor has failed to commence appropriate remedial action, GNPC and/or the State may then issue a written Notice of Termination to Contractor which shall commence a voluntary case become effective thirty (30) days from receipt of said Notice by Contractor unless Contractor has referred the matter to arbitration. In the event that Contractor disputes whether an event specified in Article 23.3 or other proceeding seeking liquidationArticle 23.4 has occurred or been remedied, reorganizationContractor may, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or time up to the appointment effective date of a trustee, receiver, liquidator, conservator, custodian, or other similar official or any Notice of Termination refer the dispute to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether arbitration pursuant to banking regulations or otherwiseArticle 24 hereof. If so referred, shall be commenced against GNPC and/or the other Party seeking liquidation, reorganization, or other relief State may not terminate this Agreement in respect of such event except in accordance with respect to it or its debts under the terms of any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyresulting arbitration award. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) 23.6 Upon termination of this Agreement, Company all rights of Contractor hereunder shall purchase all Loan Accounts established by Bank cease, except for such rights as may at such time have accrued, and without prejudice to any obligation or liability imposed or incurred under this Agreement prior to Termination and on to such rights and obligations as the date of termination that Parties may have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)under applicable law. (h) The terms of this Section 10 shall survive the expiration or earlier 23.7 Upon termination of this AgreementAgreement or in the event of an assignment of all the rights of Contractor, all xxxxx and associated facilities shall be left in a state of good repair in accordance with accepted international petroleum industry practice.

Term and Termination. (a) This 2.1. The term of this Agreement shall have an initial term beginning commence on the Effective Date and ending twenty-four (24) months thereafter and, unless otherwise terminated pursuant to Article 2.2, shall terminate upon the earlier of the following occurring (the “Initial Term”): (a) 6 months following the Service Start Date, except if either party provides written notice of renewal prior to termination in which case the Term shall be extended for 12 months (an “Additional Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) Agreement shall be referred to as otherwise renewed on the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof.same terms and conditions; or (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior 30 days following advance written notice of termination provided by one party to the other party. 2.2. Notwithstanding any other provision of this Agreement, if: (da) A Party shall have a right either party breaches or fails to comply with any provision of this Agreement; or (b) any representation or warranty made by either party in this Agreement is untrue or incorrect; or then, and in addition, to any other remedy or remedies available to the non-breaching party, the non-breaching party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the other Party in breaching party, and if such option is exercised, the non-breaching will not be under any of further obligation to the following circumstances: (1) any representation or warranty made by breaching party except that the other Party in Company shall be required to pay to the Service Provider such fees and expenses as the Service Provider may be entitled to receive for Services provided to the date this Agreement shall be incorrect in is so terminated. 2.3. Notwithstanding any material respect other provisions of this Agreement, the provisions of Articles 4, 5, and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance 6 of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) all obligations of each party that have accrued before the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment effective date of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part that are of a continuing nature will survive termination or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This The term of this Agreement shall have commence on the date indicated above and shall continue for an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term month and Renewal Term(s) thereafter shall be referred automatically extended for successive one (1) year periods until terminated, by either party, upon ten (10) days written notice prior to as the “Term”), unless either Party provides notice of non-any anniversary date hereof. Each additional one (1) year renewal term shall be added to the other Party at least ninety expiration date (90last day) days prior to the end of the Initial Term initial one (1) month term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofrenewal term, as applicable. (b) This Agreement shall terminate may also be terminated immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior by either party through written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately party upon written notice to the other Party in occurrence of any of the following circumstancesconditions: (1i) in the event of a material breach by a party of any provision of this Agreement, if the breach has not been cured within ten (10) days from which written notice specifying the nature of the breach has been provided by the (non- breaching) party; (ii) upon cancellation or non-renewal of this Agreement; (iii) upon the failure to obtain or provide for any insurance as may be required of any party, including a Custodian, in contemplation of the services described in the Agreement. (iv) if either party or any Custodian at which the Account is held is dissolved or adjudged bankrupt, or a trustee, receiver or conservator has been appointed, or an application for any of the foregoing is filed by either party; (v) if control of either SM, a Custodian or Customer is assumed by any government or other governmental authority; (vi) any representation government or warranty made by the other Party in this Agreement governmental agency shall be incorrect in have taken any material respect action which has materially adversely affected or will materially adversely affect a party’s ability to perform any of its obligations hereunder, and such action shall not have been corrected rescinded or modified, and the adverse effects thereof shall not have been eliminated, within thirty ten (3010) Business Days days after written notice thereof has of such action shall have been given to such the other Partyparty; (2vii) if You are (or if applicable, an officer or director of the other Party shall default Customer is) convicted in the performance a court of competent jurisdiction of any obligation indictable offence if, in SM’s sole determination, the conviction would be likely to adversely affect the operations or undertaking under this Agreement business of SM or the goodwill and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party;reputation of SM; and (3viii) if You make any false or misleading statements and omissions. In the other Party event of termination, and provided that there is no outstanding balance of fees, SM shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment promptly arrange for the benefit delivery of creditors, all Precious Metals held for Customer in accordance with the instructions of Customer or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other PartyAuthorized Representative at Customer’s expense. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) This The terms of this Agreement shall have an initial term beginning begin on the Effective Date Date, and ending twenty-four (24) months thereafter shall continue for a period through and including December 31, 2007 (the “"INITIAL TERM") unless sooner terminated as provided below. Upon expiration of the Initial Term”, unless terminated by either party by notice of termination given not less than sixty (60) and days prior to the expiration of the Initial Term, this Agreement shall automatically renew automatically for two (2) successive terms of one (1) year each terms (each a “"RENEWAL TERM"). During any Renewal Term,” collectively, either party may terminate this Agreement, effective at the Initial end of such Renewal Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides by notice of non-renewal to the other Party at least ninety termination given not less than sixty (9060) days prior to the end expiration of the Initial Term or any such Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereofTerm. (b) This Agreement shall terminate may be terminated by a party for cause immediately by written notice upon the expiration or earlier termination occurrence of any of the Loan Sale following events: (i) if the other ceases to do business, or otherwise terminates its business operations; (ii) if the other shall fail to promptly secure or renew any material license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days; (iii) if the other breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days of written notice describing the breach; or (iv) if the other becomes insolvent, or seeks protection under any bankruptcy, receivership, trustee, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days. (c) Either Party may Notwithstanding anything to the contrary in Section 9(b), (i) CMSI shall not terminate this Agreement without cause upon ninety (90) days’ prior written notice so long as any Shared Financial Institution is subscribing to the other party. Service via the CMSI System and (dii) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in automatically terminate if during any material respect and shall not Renewal Term the parties have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partyno Shared Financial Institutions. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 15.1 This Agreement shall have an initial term beginning GSA will commence on the GSA Effective Date and ending twenty-four remain in force until it terminates or expires in accordance with its terms. Each Agreement shall (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with its terms) remain in force for the provisions hereofTerm, at the end of which it shall expire automatically. 15.2 Without prejudice to clause 5.1, a party may suspend performance under any Agreement (in whole or in respect of a page of a Site, a Site or Sites) and/or terminate any Agreement (in whole) or remove a page of a Site, a Site or Sites from any Agreement with immediate effect, if the other party: (a) is in material breach of the Agreement where the breach is incapable of remedy; (b) This Agreement shall terminate immediately upon the expiration or earlier termination is in material breach of the Loan Sale Agreement.Agreement where the breach is capable of remedy and fails to remedy that breach within [***] after receiving written notice of such breach; or (c) Either Party is in material breach of the Agreement more than twice even if the previous breaches were remedied, provided (in each case) that any such suspension or removal of a page(s) or Site(s) may only take effect in relation to the page(s) or Site(s) on (or in respect of which) the relevant breach has occurred. 15.3 A party may suspend performance and/or terminate this GSA (and all Agreements) with immediate effect, if: (a) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 15.4 [***] 15.5 Google has the right (in its sole discretion) with [***] notice to Company to remove or require Company to remove the AFC Services from any Site (or part of a Site) on which the AFC RPM falls below [***] for the previous calendar month. For the purposes of this clause 15.5, “AFC RPM” means AFC AdSense Revenues per [***] AFC Requests. 15.6 Google may terminate any Agreement on at least [***] to Company if at any time the average total amount of Ad Revenues (in respect of all Advertising Services provided under the relevant Order Form) calculated across [***] is less than or equal to [***]. 15.7 The parties acknowledge that following any removal of the AFC Services from any Site or termination of an Agreement pursuant to clause 15.5 or 15.6, Company may continue to receive the applicable Google advertising services in relation to the relevant Site (or part of a Site) by entering into an online agreement with Google in respect of such services and Site. 15.8 Upon the expiration or termination of this Agreement without cause upon ninety GSA for any reason: (90a) days’ prior written notice all rights and licences granted by each party will cease immediately; and (b) if requested, each party will use its reasonable endeavours to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party. (d) A Party shall 15.9 The termination or expiration of an individual Agreement will not have a right the effect of terminating any other Agreement or this GSA unless expressly agreed to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party parties in writing. If an Agreement (but not this GSA) terminates or expires, all rights and licences granted by Google to Company under that Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default will cease immediately. Termination or expiration of all Agreements will result in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination expiration of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and GSA on the same date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)on which the last Agreement terminates or expires. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 17.1 This Agreement shall have an initial term beginning on become effective as of the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) Date, and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectivelyremain in effect initially until the Expiration Date, or otherwise terminated by the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated Parties in accordance with the provisions hereofof this Agreement (“Term”). 17.2 This Agreement may be terminated by a Party, with written notice, without prejudice to any other rights such Party may have, upon the occurrence of either one or more of the following events stated below: a) by either Party in the event that the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the benefit of its creditors is made; b) This Agreement shall terminate immediately upon by either Party in the expiration event that the other has failed in the performance of any material contractual obligation herein contained or earlier termination of the Loan Sale has otherwise breached this Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice , provided that such default or breach is not remedied to the other party. Party’s reasonable satisfaction within thirty (d30) A Party shall have a right to terminate this Agreement immediately upon days after written notice to the other Party in any specifying the nature of such default and requiring remedy of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Partysame; (2c) the other Party shall default by Customer in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given event REC fails to such other Party; (3) perform the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter obligations as set out in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectSection 2.4; or (5d) there is a materially adverse change by REC in the financial condition of event that Customer fails to pay the other PartyDeposit or Incremental Deposit to REC as required under Section 2.3. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination 17.3 Termination of this Agreement either in part or in whole for any reason shall not discharge any Party from affect any obligation incurred prior which from the context thereof is intended to such termination. (g) Upon survive the termination of this Agreement, Company including without limitation, Sections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this Agreement which shall purchase all Loan Accounts established by Bank prior continue to and on be binding upon the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant Parties to subsection 10(ethe extent stated therein (where applicable). (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 7.1 This Agreement shall have an initial be effective upon the execution by the authorized representatives of the Parties and shall be automatically terminated upon the expiration of the Cooperation Term as provided in Section 7.2 hereof. 7.2 The business cooperation term beginning set forth in this Agreement shall commence on the Effective Date and ending twenty-four continue in full force and effect for an initial term of 6 years therefrom, which may be extended upon the mutual agreement of WCI and Dada (24) months thereafter (as may be extended from time to time, the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Cooperation Term”), unless either Party provides notice of non-renewal to the other Party at least ninety . Not less than six (906) days months prior to the end expiration of the Initial Term or Cooperation Term, the Parties shall negotiate in good faith the extension of the Cooperation Term. Notwithstanding the foregoing, if there is any Renewal Term or other specific provision(s) on the applicable business cooperation term with respect to any specific item in this Agreement is earlier terminated in accordance Agreement, such specific provision shall prevail with the provisions hereofrespect to such specific item. (b) 7.3 This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstancesbe terminated: (1) any representation or warranty made upon mutual agreement by the other Party in this Agreement shall be incorrect in any material respect WCI and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other PartyDada; (2) by WCI (if the other breaching Party shall default is Dada) or Dada (if the breaching Party is WCI), upon any breach of a material provision of this Agreement by a Party, if such breach is incapable of being cured or remains uncured for 30 days after receipt of written notice from WCI (if the breaching Party is Dada) or Dada (if the breaching Party is WCI) specifying the occurrence or existence of the breach, provided that neither WCI nor Dada may exercise the termination right pursuant to this clause if it is then in the performance breach of any obligation or undertaking under material provision of this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other PartyAgreement; (3) by WCI, upon (i) the other Party shall commence filing by Dada of a voluntary case petition in bankruptcy, insolvency or other proceeding similar proceeding; (ii) the filing by Dada of any petition or answer seeking liquidation, reorganization, readjustment or other relief with respect to itself or arrangement of its debts business under any bankruptcy, law relating to bankruptcy or insolvency, receivership, conservatorship ; (iii) an adjudication that Dada is bankrupt or other similar law now or hereafter in effect or seeking insolvent; (iv) the appointment of a trustee, receiver, liquidator, conservator, custodian, receiver for all or other similar official substantially all of it or the properties of Dada; (v) the making by Dada of any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; (vi) the institution of any proceedings for the liquidation or winding up of Dada’s business that remains outstanding, undismissed, for more than 45 days or shall fail generally to pay its debts as they become due(vii) Dada takes, becomes the subject of or shall take any corporate action to authorize undergoes, the Chinese equivalent of any of the foregoing;actions, proceedings or events referred to in clauses (i) through (vi) above; or (4) an involuntary case by Dada, upon (i) the filing by WCI of a petition in bankruptcy, insolvency or other similar proceeding, whether pursuant to banking regulations ; (ii) the filing by WCI of any petition or otherwise, shall be commenced against the other Party answer seeking liquidation, reorganization, readjustment or other relief with respect to it or arrangement of its debts business under any bankruptcy, law relating to bankruptcy or insolvency, receivership, conservatorship ; (iii) an adjudication that WCI is bankrupt or other similar law now or hereafter in effect or seeking insolvent; (iv) the appointment of a trustee, receiver, liquidator, conservator, custodian, receiver for all or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition substantially all of the other Partyproperties of WCI; (v) the making by WCI of any assignment for the benefit of creditors; (vi) the institution of any proceedings for the liquidation or winding up of WCI’s business that remains outstanding, undismissed, for more than 45 days or (vii) WCI takes, becomes the subject of or undergoes, the Chinese equivalent of any of the actions, proceedings or events referred to in clauses (i) through (vi) above. (e) Bank 7.4 If this Agreement expires or is terminated pursuant to Section 7.3, the Parties shall not be obligated cease to approve Applications or establish new Loan Accounts after perform this Agreement, provided that Sections 8, 10, 13, 14, 15 and 16 hereof shall survive the termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment . If any Party is in breach of any provision(s) as set forth herein prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) the expiration or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company such Party shall purchase all Loan Accounts established by Bank prior to and on bear the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank liability for breach pursuant to subsection 10(e)Section 14 hereof. Other post-termination arrangements and matters shall be arranged and resolved through friendly negotiation between the Parties. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. (a) 14.1 This Agreement shall have an initial term beginning agreement shall, unless otherwise terminated as provided in this clause , commence on the Effective Date and ending twenty-four (24) Date, shall continue in force for successive periods of 12 months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Subscription Term”), unless unless: (a) either Party provides notice of non-renewal to party notifies the other Party at least ninety (90) party of termination, in writing 28 days prior to the end expiry of the Initial Term or any Renewal Term or subscription term. The subscription will automatically renew for a further period of 12 months, subject to the terms and conditions within this Agreement is earlier agreement. (b) otherwise terminated in accordance with the provisions hereofof this agreement; 14.2 Please note that continued access to the Service is dependant upon payment being received in advance. The Supplier therefore reserves the right to suspend or terminate the Service where payment is not received. 14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) This Agreement shall terminate immediately upon an order is made or a resolution is passed for the expiration or earlier termination winding up of the Loan Sale Agreement.other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice an order is made for the appointment of an administrator to manage the affairs, business and property of the other party., or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in receiver is appointed of any of the following circumstances: (1) any representation other party's assets or warranty made by undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other Party in this Agreement shall be incorrect in party, or if any material respect and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) person takes possession of or sells the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effectparty's assets; or (5e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a materially adverse change in the financial condition of control of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination party within the meaning of this Agreementsection 840 of the Income and Corporation Taxes Act 1988; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e).or (h) The terms the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.4 On termination or expiry of this Section 10 agreement or the Subscription Term for any reason: (a) all licences granted under this agreement shall survive the expiration or earlier termination of this Agreement.immediately terminate;

Term and Termination. (a) 4.1 This Agreement shall have an initial term beginning on commence upon the Effective Date and ending twenty-four (24) shall remain in full force and for a period of 60 months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) 4.2 Either Party may terminate this Agreement without cause upon ninety following the occurrence of any one of the following events, by a thirty (9030) days’ days prior written notice to the other partyParty, and provided such Party failed to cure such event within the notice period, the termination will take an immediate effect: 4.2.1 The commencement by the other Party of any liquidation proceedings or the adoption of a winding up resolution by the other Party; 4.2.2 The appointment of a temporary or permanent receiver, liquidator, trustee or administrator to the other Party, its business or property, entirely or in part, in a final and non-applicable court order provided that such receiver, liquidator, trustee or administrator has not been removed within forty five (45) days of its appointment. (d) A 4.2.3 Delta assigns any of its obligations to any third party without the prior written approval from Parazero, which shall be provided according to Parazero’s sole discretion. 4.2.4 Each Party shall have a right the right, without prejudicing its other rights at law, to terminate this Agreement immediately upon prior written notice if Delta or Parazero commits a breach of this Agreement and, despite written demand to amend the other Party in any breach, has not done so within until the lapse of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and shall not have been corrected within above thirty (30) Business Days after days prior written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partynotice. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after 4.3 Parties specifically agree that, upon termination of this Agreement; provided), that Bank neither party shall originate Loan Accounts be entitled to Applicants to whom Bank has issued a lending commitment prior to terminationany compensation and/or payment of any kind, unless this Agreement is terminated pursuant to subsection 10(b) or including for expenses incurred by Bank pursuant to subsection 10(d). (f) The termination of this Agreement either such party in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination the course of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date loss of termination that have not already been purchased by Company. After terminationprofits, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)loss of business, income or savings, or any other consequential or incidental damage or loss, incurred in respect of its appointment herein. (h) The terms 4.4 Termination of this Section 10 Agreement for any cause shall not release either Party from any duties that are intended by their nature to survive the expiration or earlier termination of and/or are expressly designated in this AgreementAgreement as surviving termination.

Term and Termination. (a) 16.1 This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically be in effect for a period of two (2) successive terms years and shall be extended automatically by periods of one (1) year each unless terminated by written notice at least six (each 6) months before the end of such 2 year period or the end of a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) one year extension period. The term of notice shall be referred to six (6) months. 16.2 This Agreement may by written notice be prematurely terminated with immediate effect by the party having such right as herein provided, and notwithstanding any other rights such party may have, upon the “Term”), unless occurrence of either Party provides notice one or more of non-renewal to the events stated below: - by either party if the other Party at least party voluntarily files a petition in bankruptcy or has such a petition involuntarily filled against it (which petition is not discharged within ninety (90) days prior after filing), or is placed in an insolvency proceeding, or if an order is entered appointing a receiver or trustee for a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, set aside or stayed within thirty (30) days from date of entry, or if any assignment for the benefit of its creditors is made. - by either party if the other has failed substantially in the performance of any material contractual obligation, provided that such default is not remedied to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. other party's satisfaction, within sixty (b60) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior days after written notice to the other partyparty specifying the nature of such default and requiring remedy of the same. (d) 16.3 A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in waiver of any default by either party of any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect terms and shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The termination conditions of this Agreement either in part or in whole but shall not discharge any Party from any obligation incurred prior apply solely to the instances to which such terminationwaiver is granted. (g) Upon 16.4 In the event of termination of this Agreement, Company SIEMENS shall purchase all Loan Accounts established by Bank prior be entitled to request delivery of, and on TANISYS shall be obliged to deliver, subject to the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e). (h) The terms of this Section 10 shall survive Agreement, all quantities of Products ordered from TANISYS before the expiration or earlier termination Effective Date of this Agreementtermination.

Term and Termination. (a) This Agreement shall have an initial term beginning on the Effective Date and ending twenty-four (24) months thereafter (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively13.1 Subject to termination as prescribed in this section 13, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the provisions hereof. (b) This Agreement shall terminate immediately upon the expiration or earlier termination of the Loan Sale Agreement. (c) Either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to the other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in effective for a period of • years from the date first above written. Subject to receipt of written approval of the Applicable SROs, this Agreement may be terminated by the T4IB or the T4CB or by the Applicable SROs or any material respect and shall not have been corrected within of them on the [first (1st)] day of any calendar month upon [thirty (30) Business Days after days] prior written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of termination. A copy of any obligation such notice given or undertaking under received shall be promptly delivered to the Applicable SROs by the T4IB. No such termination shall be effective until the Applicable SROs have consented to the termination. Upon any termination notice being given hereunder, the parties shall cooperate to provide for an orderly unwinding of any outstanding transactions and for the orderly transfer of account monies and securities. All indebtedness of the parties to each other will be discharged in full on or before the date of termination. 13.2 In the event that either party to this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given ceases to such other Party; (3) the other Party shall commence be a voluntary case or other proceeding seeking liquidationmember of an SRO, reorganizationthis Agreement shall, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or subject to the appointment consent of the Applicable SROs, be terminated on a trustee, receiver, liquidator, conservator, custodian, or other similar official or date fixed by the Applicable SROs and the parties shall cooperate to provide for an orderly unwinding of any involuntary case or other proceeding commenced against it, or shall make a general assignment outstanding transactions and for the benefit orderly transfer of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any account monies and securities. All indebtedness of the foregoing; (4) an involuntary case parties to each other will be discharged in full on or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against before the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment date of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against either Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Partytermination. (e) Bank shall not be obligated to approve Applications or establish new Loan Accounts after termination of this Agreement; provided, that Bank shall originate Loan Accounts to Applicants to whom Bank has issued a lending commitment prior to termination, unless this Agreement is terminated pursuant to subsection 10(b) or by Bank pursuant to subsection 10(d). (f) The 13.3 Notwithstanding any termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (g) Upon termination of this Agreement, Company shall purchase all Loan Accounts established by Bank prior to and on the date of termination that have not already been purchased by Company. After termination, Company shall purchase all Loan Accounts originated by Bank pursuant to subsection 10(e)this section 13, this Agreement shall remain in full force and effect insofar as sections 5.1, 11.1, 11.2 and 11.3(a) and (c) and section 12 hereof are concerned. (h) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.