Common use of Term and Termination Clause in Contracts

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire commence on the date indicated on the first page of this Agreement, and shall apply to all Licensed Materials for the time period(s) as indicated on the attached Schedule(s). Subscriptions as indicated on the attached Schedule(s) will automatically terminate at the close end of business on the effective date that subscription period unless both parties have previously agreed to renew the Offering is terminatedsubscription. This Agreement may be terminated by either party (a) immediately upon notice to the other party in In the event that either party believes that the other materially has breached any obligations under this Agreement, such party shall notify the breaching party in writing. The breaching party shall have materially failed 30 days from the receipt of notice to comply with any material provision of this Agreement or if any of cure the representations, warranties, covenants or agreements of such alleged breach and to notify the non-breaching party contained herein shall not have in writing that cure has been materially complied with and such failure to comply effected. If the breach is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written 30-day time period, the non- breaching party shall have the right to terminate the Agreement without further notice. In any eventaddition to a termination for material breach, Licensor may terminate the Agreement if the Licensee files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. For the purposes of this Agreement provision “material breach” shall be deemed suspended during any period for which mean, as it applies to the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additionLicensee and Member Institutions, the Dealer Managerfailure of Licensee or Member Institutions to perform any material obligation, including, without limitation, the following: (i) non-payment of the License Fees due under the Agreement, and (ii) use of the Licensed Materials in violation of the terms of this Agreement. Except upon termination for the expiration or failure of Licensee to perform any material obligation, if the Agreement is terminated prior to the end of the Term of the Agreement, NFB shall refund to the Licensee the funds paid under the Agreement pro-rated based on the number of months remaining in the Term of the Agreement. The parties hereby agree that in the event of the termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for due to NFB by Licensee, or due to Licensee by NFB, shall be paid by the sale other party within thirty (30) days of Shares into the appropriate escrow account ordate of expiration or termination, if the Minimum Offering has been reached, into such other account as the Company case may designate; and (b) promptly deliver to be. In the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies event of all such records and documents required to be retained early termination permitted by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company Member Institution shall immediately cease exercising any of the rights granted pursuant to this Agreement other than those that survive beyond the Agreement. Except upon early termination for the failure of Licensee or Member Institutions to perform any material obligation, the Member Institution shall be entitled to a refund of any License Fees paid under the Agreement by the Member Institution pro-rated based on the number of months remaining in the term of the Agreement. If funding of the Member Institution is materially reduced and the Member Institution thereby becomes unable to pay future amounts payable pursuant to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements Member Institution may give the Licensor written notice of that Section 5 at such times as such amounts become payable pursuant to termination and this Agreement shall terminate effective 30 days after the terms giving of such Section 5 without acceleration; provided, however, that notice if the Minimum Offering is not reached prior Member Institution has failed to pay the Fee for the calendar year in which such expiration notice was given, or terminationif the Member Institution has paid the Fee for the calendar year in which such notice was given, January 1 of the Company shall not pay any such compensation and reimbursements to the Dealer Managerfollowing year.

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire at the close be for a period of business on the effective date that the Offering is terminated_____. This Thereafter, either party to this Agreement may be terminated terminate the same by either party (a) immediately upon notice in writing, delivered or mailed, postage prepaid, to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall hereto and received not have been materially complied with and such failure to comply is not cured within ten less than ninety (1090) days after prior to the date of upon which such occurrence or (b) on 60 days’ written noticetermination will take effect. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, Fund will pay Custodian its fees and compensation due hereunder and its reimbursable disbursements, costs and expenses paid or incurred to such date and Fund shall (a) promptly deposit any and all funds designate a successor custodian by notice in its possession which were received from investors for writing to Custodian by the sale of Shares into termination date. In the appropriate escrow account or, if the Minimum Offering event no written order designating a successor custodian has been reacheddelivered to Custodian on or before the date when such termination becomes effective, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Managerthen Custodian may, at its sole expenseoption, may make deliver the securities, funds and retain copies properties of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering Fund to a party designated bank or trust company at the selection of Custodian, and meeting the qualifications for custodian set forth in the 1940 Act and having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report, or apply to a court of competent jurisdiction for the Company. Upon expiration appointment of a successor custodian or termination of this Agreementother proper relief, or take any other lawful action under the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationcircumstances; provided, however, that if Fund shall reimburse Custodian for its costs and expenses, including reasonable attorney's fees, incurred in connection therewith. Custodian will, upon termination of this Agreement and payment of all sums due to Custodian from Fund hereunder or otherwise, deliver to the Minimum Offering is not reached prior successor custodian so specified or appointed, or as specified by the court, at Custodian's office, all securities then held by Custodian hereunder, duly endorsed and in form for transfer, and all funds and other properties of Fund deposited with or held by Custodian hereunder, and Custodian will co-operate in effecting changes in book-entries at all Depositories. Upon delivery to a successor custodian or as specified by the court, Custodian will have no further obligations or liabilities under this Agreement. Thereafter such expiration or terminationsuccessor will be the successor custodian under this Agreement and will be entitled to reasonable compensation for its services. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to appoint a successor custodian, the Company Custodian shall not pay any be entitled to compensation as provided in the then-current fee schedule hereunder for its services during such compensation period as the Custodian retains possession of such securities, funds and reimbursements other properties, and the provisions of this Agreement relating to the Dealer Managerduties and obligations of the Custodian shall remain in full force and effect.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedThis Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement shall expire be automatically renewed for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 30 days prior to the close expiration date of business on the effective date that the Offering is terminatedcurrent term. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply BASE COMMERCE at any time with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written noticenotice or as otherwise provided by the terms of this Agreement. In If Merchant wants to terminate the Agreement before the initial one-year term or any eventrenewal term has expired, Merchant shall give BASE COMMERCE 30 days’ written notice of Merchant’s intent to terminate the Agreement. BASE COMMERCE must approve the Merchant’s request for early termination in writing, which approval will not be unreasonably withheld. If BASE COMMERCE does not provide such written approval, Merchant acknowledges and agrees that it will be charged an early termination fee of $500.00 or the amount mutually agreed upon in the Early Termination Fee section of the Agreement. Notwithstanding BASE COMMERCE’S rights to cancel this Agreement shall be deemed suspended during any period as stated elsewhere in this Agreement, BASE COMMERCE may also immediately terminate this Agreement and immediately suspend all processing for which the Dealer Manager’s license or registration Merchant without providing advance written notice to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, Merchant: (1) upon the request of BASE COMMERCE’S ODFI or any regulatory agency (regardless of the reason for the request); (2) if BASE COMMERCE, its ODFI or any regulatory agency believes that Merchant has breached this Agreement, has breached any representations and warranties made in this Agreement, is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if BASE COMMERCE is unable to process transactions for Merchant for any reason that is out of BASE COMMERCE’s control or BASE COMMERCE no longer has the ability to process transactions for Merchant. Immediately upon termination of the Agreement, whether by expiration or otherwise and whether or not the Agreement was terminated for cause, BASE COMMERCE’S obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Payment for any services rendered or any other obligation or liability owing at the time of termination shall not be affected by termination of this Agreement. At the time of termination, shall (a) promptly deposit any and BASE COMMERCE will place all unsettled funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required due to be retained by the Dealer Manager pursuant settled into a Reserve Account to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained be released in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination RESERVE BALANCE paragraph of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire at the close of business on is five (5) years after the effective date that ending on March 31, 2016 (the Offering is terminated“Expiration Date”), unless earlier terminated by Employer in Employer's sole discretion. This The term of this Agreement may be terminated “at will” by either party Employer at any time and for any reason or for no reason. In the event Employee shall be terminated by Employer without “Cause” (as defined below) Employer shall provide Employee with the compensation required by clauses (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision and (b) of Paragraph 2 of this Agreement or if any as of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten termination date for an eighteen (1018) days after month period (the “Severance Period”) following the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any plus all accrued but unpaid salary and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver vacation time to the Company all records and documents in its possession which relate to date of termination, with the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies salary portion of all such records and documents compensation payable at regular payroll intervals (less deductions required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderlaw), (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that the Severance Period shall not be extended beyond the Expiration Date. IT IS EXPRESSLY UNDERSTOOD AND AGREED that Employee need not mitigate damages during the Severance Period, but also that payment during the Severance period is expressly conditioned on a) Employee signing a release of all claims subject to the provisions of this Agreement, and b) Employee not competing with Company in children’s entertainment during the Severance Period, or soliciting, directly or indirectly, any Company employees to work elsewhere, or disparaging Company during the Severance Period, and if Employee does so, any and all obligation by Company to make Severance payments shall cease and become void. Further, upon termination of Employee without cause, any portion of the Minimum Offering Option not yet vested shall immediately be vested. Further, any bonus which would have been earned on the date of termination or within ninety (90) days after termination (earned for the purpose of this paragraph is not reached prior either the end of the calendar year or payable date, whichever provides Employee with greater benefit) would be deemed earned and payable upon the same payment schedule as provided in paragraph 2(b). Upon termination of Employee's employment with Employer for Cause, Employer shall be under no further obligation to Employee for salary or other compensation except to pay all accrued but unpaid salary and accrued vacation time to the date of termination thereof and to continue Employee’s benefits under paragraph 2 for a period of thirty (30) days. For purposes of this Agreement, “Cause” shall mean (i) conviction of a felony, or a misdemeanor where imprisonment is imposed, or (ii) Employee’s entering into any arrangement with or providing of any services to any company, business or person that produces or markets children’s or infant’s entertainment other than Pacific Entertainment Corporation and its controlled or controlling affiliates and successors, (iii) any act of fraud, embezzlement, or breach of fiduciary duty or duty of good faith to Employer, (iv) gross dereliction of duties, but only after written notice and a thirty (30) day chance to cure, unless such expiration a cure period would be fruitless, or termination(v) death or complete disability in excess of one hundred twenty (120) days causing an inability to perform duties, in accordance with law. Termination by Employee for Good Reason creates the same rights to Employee as if Employer terminated Employee without Cause. Termination by Employee for Good Reason is defined as a breach of this contract by Company, a substantial reduction in duties, responsibilities or authority, or being made to change location of work by more than thirty (30) miles, however Employee must give written notice and Company shall have thirty (30) days to cure. “Cause” shall not pay be triggered by a Change of Control. The Parties shall work together in good faith to alter the date of any such compensation and reimbursements payment to avoid any penalties under Section 409A of the Dealer ManagerInternal Revenue Code.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, howeveroffset by any losses suffered by the Company, that if any officer or director of the Minimum Offering is not reached prior to such expiration Company, any person or termination, firm which has signed the Registration Statement or any person who controls the Company shall not pay any such compensation and reimbursements to within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its possession which relate to assignment, as defined in the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Intermediary Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. A. This Agreement shall be binding upon Merchant upon the earlier of Merchant’s execution or Merchant’s submitting a transaction to Processor. This Agreement shall only be binding upon Processor as of the earliest of (i) the date that Processor accepts this Agreement by issuing Merchant a Merchant Identification Number or (ii) Processor’s processing of any transaction submitted by Merchant. The initial term of this Agreement shall be for the time period specified in the Merchant Processing Agreement/Application, or elsewhere in this Agreement (“Initial Term”). In any casethe event no Initial Term is indicated in the Merchant Processing Agreement/Application or elsewhere in this Agreement, if not sooner terminatedthe Initial Term will be deemed to be thirty-six (36) months. After the expiration of the Initial Term, this Agreement shall expire at the close of business will automatically renew for successive 2 year terms, provided that if a different Renewal Term is set forth on the effective date Merchant Processing Agreement/Application, such Renewal Term will control (the “Renewal Term”) unless terminated as set forth below; provided that if automatic renewal of this Agreement for such terms violates the Offering is terminated. This Agreement may provisions of applicable law, the Renewal Term will be terminated by 30 days, shall automatically be renewed for periods equal to the Initial Term (each a “Renewal Term”), unless otherwise provided herein or unless either party (a) immediately upon gives written notice to the other party in at least thirty (30) days prior to the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any expiration of the representations, warranties, covenants then-current term of a party’s intention to terminate or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after renew the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyAgreement. In addition, the Dealer Managerthis Agreement may be terminated at any time by Processor, upon the expiration or termination without cause, on fifteen (15) days’ notice to Merchant. Termination of this AgreementAgreement does not terminate Merchant’s equipment lease, shall (a) promptly deposit which may be non- cancelable, it only terminates Merchant’s agreement with Processor with respect to Card processing and any and all funds in its possession which were received other electronic transactions that are settled through the Member Bank as designated on Merchant’s monthly statement from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerProcessor.

Term and Termination. In any case, if not sooner terminatedProvider’s employment with UCP shall commence as of the Commencement Date and shall continue for a period of or until terminated as provided in this Agreement (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined herein), this Agreement shall expire at automatically renew for a term of one (1) year (each, a “Renewal Term” and, together with the close of business Initial Term, the “Term”). If Provider is unable to begin employment on the effective date that Commencement Date, UCP or the Offering is terminated. This Agreement UCP Department to which Provider was intended to be assigned, at their discretion, may be terminated either (i) postpone the Commencement Date for a period of time determined by either party UCP or the department; or (aii) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of terminate this Agreement or if any by giving written notice of the representationstermination to Provider, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, in which case this Agreement shall be deemed suspended null and void and UCP shall have no obligations under this Agreement or otherwise to Provider. Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement at any time, without cause and for any or no reason, provided that UCP must provide written notice of such termination to Provider not less than ninety (90) days prior to the effective date of such termination and provided that Provider must provide written notice of such termination to UCP not less than ninety (90) days prior to the effective date of such termination. UCP may, at its discretion, permit Provider to continue performing Provider’s job duties during the ninety (90) day notice period or terminate Provider’s services at any period time during the ninety (90) day notice period, provided that UCP continues Provider’s pay and benefits for which the Dealer Managerentire ninety (90) day notice period. Provider acknowledges that if Provider terminates Provider’s license employment with UCP, other than due to Provider’s death or registration disability or pursuant to act Section 4(d), without giving the required written notice of ninety (90) days, UCP’s damages shall be uncertain and difficult to ascertain and Provider shall pay to UCP on demand, as liquidated damages and not as a broker dealer penalty, an amount equal to Enter daily damages $ amount per day for each day less than the required ninety (90) days of written notice of termination which UCP is entitled to receive. This Agreement shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, terminate automatically upon the expiration or termination death of Provider. Notwithstanding anything in this Agreement to the contrary, UCP may immediately terminate Provider’s employment with UCP for cause by delivering written notice thereof to Provider. For purposes of this Agreement, “cause” shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orinclude, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver but not be limited to the Company all records and documents in its possession which relate to following: the Offering which are not designated as dealer copies. The Dealer Managersuspension, at its sole expensecurtailment, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderrevocation, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this AgreementProvider’s license to practice in any state, regardless of the pendency of any appeal of such suspension, curtailment, or revocation; or the suspension, curtailment, or revocation of Provider’s Drug Enforcement Administration Registration number; or any occurrence caused by Provider that adversely impacts UCP’s or UCPC’s ability to xxxx third party insurance for Provider’s Services; or the revocation, suspension, termination, or non-renewal of the Provider’s privileges at any hospital in which Provider is required to practice to carry out Providers’ employment responsibilities; with the exceptions of (A) voluntary termination or non-renewal not under threat of disciplinary action, and (B) temporary suspension due to minor violations of administrative rules; or failure to qualify for malpractice or general liability insurance; or the imposition of any sanctions, including exclusion, suspension, or other limitation, relating to Provider’s Medicare or Medicaid participation, except to the extent the conduct giving rise to such sanction is directed by UCP; or any inappropriate behavior by Provider which could subject UCP or Provider to a claim for discrimination or harassment by current or former employees or patients; or any failure by Provider to follow and comply with any applicable policy, rule or regulation of UCP, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation UCP Department to which Provider is assigned, any site where Provider provides Services, UCPC or UC Health, provided that such failure has continued for at least thirty (30) days after Provider has received written notification of the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationfailure; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.or

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any eventcase, if not sooner terminated, this Agreement shall be deemed suspended during any period for which expire at the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyclose of business on the effective date that the Offering is terminated. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Ongoing Class T Dealer Manager Fees and Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration5, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedThis Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement shall expire be automatically renewed for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 30 days prior to the close expiration date of business on the effective date that the Offering is terminatedcurrent term. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply CHECK COMMERCE at any time with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written noticenotice or as otherwise provided by the terms of this Agreement. In If Merchant wants to terminate the Agreement before the initial one-year term or any eventrenewal term has expired, Merchant shall give CHECK COMMERCE 30 days’ written notice of Merchant’s intent to terminate the Agreement. CHECK COMMERCE must approve the Merchant’s request for early termination in writing, which approval will not be unreasonably withheld. If CHECK COMMERCE does not provide such written approval, Merchant acknowledges and agrees that it will be charged an early termination fee of $500.00 or the amount mutually agreed upon in the Early Termination Fee section of the Agreement. Notwithstanding CHECK COMMERCE’S rights to cancel this Agreement shall be deemed suspended during any period as stated elsewhere in this Agreement, CHECK COMMERCE may also immediately terminate this Agreement and immediately suspend all processing for which the Dealer Manager’s license or registration Merchant without providing advance written notice to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, Merchant: (1) upon the request of CHECK COMMERCE’S ODFI or any regulatory agency (regardless of the reason for the request); (2) if CHECK COMMERCE, its ODFI or any regulatory agency believes that Merchant has breached this Agreement, has breached any representations and warranties made in this Agreement, is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if CHECK COMMERCE is unable to process transactions for Merchant for any reason that is out of CHECK COMMERCE’s control or CHECK COMMERCE no longer has the ability to process transactions for Merchant. Immediately upon termination of the Agreement, whether by expiration or otherwise and whether or not the Agreement was terminated for cause, CHECK COMMERCE’S obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Payment for any services rendered or any other obligation or liability owing at the time of termination shall not be affected by termination of this Agreement. At the time of termination, shall (a) promptly deposit any and CHECK COMMERCE will place all unsettled funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required due to be retained by the Dealer Manager pursuant settled into a Reserve Account to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained be released in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination RESERVE BALANCE paragraph of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated(a) Subject to Section 12(b), this Agreement shall expire at the close of business terminate on the effective date that earliest to occur of (i) the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any election of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, selfSub-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of the Initial Term of the Management Agreement, to terminate this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules termination of FINRA and the Management Agreement by the REIT, or (iii) the NASAA REIT Guidelines, effective date of the removal of the Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the Company shall pay to REIT or any of its Affiliates, on the Dealer one hand, and the Manager all earned but unpaid compensation and reimbursement for all incurredor any Member Manager, accountable compensation to which on the Dealer Manager is or becomes entitled under Section 5 of this Agreementother hand, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 5 without acceleration9(a), the Termination Date shall be deemed not to have occurred; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or any of its Affiliates. The applicable Member, or the Members, as may be the case, shall cause the applicable Member Manager, if the Minimum Offering it is not reached prior the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall enter into good faith negotiations with regard to any such appropriate amendments and the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire at commence upon the close of business on the effective date that the Offering it is terminatedlast signed by a party hereto, and shall continue for one (1) year unless terminated sooner. This Either party may terminate this Agreement may be terminated by either party upon fifteen (a15) immediately upon days prior written notice to the other party in other. All reasonable costs and non-cancelable obligations incurred by Vanderbilt at the event that time of said termination shall be reimbursed by Purchaser. At the other party request of Purchaser, all unused Purchaser-provided materials shall have materially failed either be destroyed by Vanderbilt or returned to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticePurchaser. In any event, this Agreement Vanderbilt Status: Vanderbilt shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act be and shall be an independent contractor under this Agreement. Limited Warranty: Vanderbilt provides Products as a broker dealer service to the research community. VANDERBILT MAKES NO WARRANTIES REGARDING PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR USE OR A PARTICULAR PURPOSE. If Vanderbilt includes a written certificate of analysis describing specific characteristics of material developed by Vanderbilt, Vanderbilt warrants only that such material meets the certificate of analysis when properly used and stored. Restrictions on Use and Transfer; Indemnity: PRODUCTS ARE FOR RESEARCH USE ONLY AND NOT FOR USE IN OR WITH HUMAN SUBJECTS. Purchaser acknowledges and agrees that Vanderbilt does not comply with and Products will not be produced in accordance with requirements of 21 CFR Part 58, Good Laboratory Practice for Nonclinical Laboratory Studies. Products shall be revoked used solely for teaching or suspended non-commercial research purposes exclusively by Purchaser. Products shall not be resold, transferred or conveyed to any federalother party without Vanderbilt’s prior written consent. Purchaser agrees to indemnify and hold harmless Vanderbilt, self-regulatory its officers, employees and agents against any claims and costs (including counsel fees) arising out of Purchaser’s sale or state agency. In additiondistribution of Products or any commercial products or services developed in reliance on Products, the Dealer Manager, upon and this indemnity obligation shall survive the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written noticenotice to the Managing Dealer or the Adviser. In any eventThis Agreement will automatically terminate in the event of its assignment, this Agreement shall be deemed suspended during any period for which as defined in the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency1940 Act. In addition, the Dealer Manager, upon the Upon expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for except as set forth below, prior to 15-month anniversary of the sale of Shares into the appropriate escrow account ordate hereof, if the Minimum Offering has been reached, into such other account as the Company may designate; shall pay to the Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and (b) reimbursement for all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Fixed Managing Dealer Fee through such termination date, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the Managing Dealer shall promptly deliver to the Company all records and documents in its possession which that relate to the Offering which are not designated other than as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required by law to be retained by the Managing Dealer. Managing Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company to accomplish any an orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedThe term of this Agreement shall commence on the Effective Date and continue until all subscriptions to Subscribed Products ordered pursuant to Appendix 1 have ended or have been terminated (the “Term”). At the close of such Term, this Agreement shall expire at will automatically renew for successive one-year terms, subject to appropriate adjustments to the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by fee section, unless either party (a) immediately upon gives notice to the other by the first day of August prior to the end of the then current term that it does not intend to renew. If either party in the event believes that the other party has materially breached any of its obligations, representations or warranties under this Agreement, it will notify the breaching party in writing. The breaching party will have thirty (30) days from receipt of such notice to cure the alleged breach and notify the other party of its cure in writing. If the alleged breach is not cured within the thirty-day period, the non-breaching party may, in its sole discretion, terminate this Agreement immediately upon written notice to the other party. The requirement of such notice and cure period shall have materially failed not apply to comply with a breach of Section 5 (failure to pay the subscription fee) or if ASME believes, in its sole good-faith judgment, that Subscriber has breached any material terms of Sections 2-3 (license terms and restrictions), in which case ASME reserves the right to immediately and without notice suspend access to and use of the Subscribed Products, or any portions thereof. Except as provided otherwise in this Agreement, no change, amendment or modification of any provision of this Agreement or if shall be valid unless set forth in a written instrument signed by both Parties. If at any of time in the representationsfuture, warrantiesASME decides to modify the terms on which it will offer access to the Subscribed Products, covenants or agreements of such party contained herein shall not have been materially complied it will provide Subscriber with and such failure to comply is not cured within ten sixty (1060) days after the date of such occurrence or (b) on 60 days’ written notice. In Subscriber may at any eventtime during that sixty (60) day period provide its written consent such amended terms to ASME via fax to 000-000-0000 or email to xxxxxxxxxxxxxxxxxxxxx@xxxx.xxx. If Subscriber fails to provide consent within the sixty (60) day period, this Agreement access to the Subscribed Products shall be deemed suspended during discontinued. Upon such discontinuation or termination by Subscriber pursuant to this Section 11(c), ASME will refund a pro-rated portion of Subscriber’s subscription fees paid for the applicable subscription year. Notwithstanding the foregoing, in ASME’s sole discretion and without prior notice or liability, ASME may discontinue, modify or alter any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyof its Subscribed Products. In addition, the Dealer Manager, upon the Upon expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver access to the Company all records Subscribed Products by Subscriber and documents in its possession which relate to the Offering which are not designated as dealer copiesAuthorized Users terminates immediately. The Dealer Manager, at its sole expense, may make and retain Paper copies of all such records and documents required to content from Subscribed Products may be retained by the Dealer Manager pursuant to (i) Federal Subscriber and state securities laws Authorized Users and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained used in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish Permitted Uses described in Section 2. Subscriber must, upon termination, delete from all of its Authorized Facilities all electronic copies of Content, including any orderly transfer of management of the Offering to a party designated by the Companylibrary e-reserve copies or their commercial institution equivalents. Upon expiration or termination of this Agreement, the Company shall pay following provisions of this Agreement survive: Sections 2-3, 7-10, and any provision that by its terms contemplates survival. Usage rights of lapsed subscribers. ASME acknowledges that the long-term preservation of content published during the term and licensed hereunder is of importance to Subscriber. ASME will use commercially reasonable efforts to retain in an electronic archive all information licensed hereunder. Subject to a nominal access fee charged by ASME or its third-party service provider, a Subscriber whose subscription has lapsed (“Former Subscriber”) will be given the option to maintain online access to the Dealer Manager all earned but unpaid compensation content published during the term for which a paid subscription was maintained. Failure of Performance Once ASME makes the Subscribed Products available, the Subscriber and reimbursement Authorized Users may attempt online access to the Subscribed Products at any time. ASME is not liable for all incurredany claims arising out of any loss, accountable compensation to which injury, liability or damage of any kind resulting from the Dealer Manager is or becomes entitled under Section 5 unavailability of this Agreement, including but not limited the Subscribed Products due to any Distribution Feesdelay, pursuant downtime, transmission error, software or equipment incompatibilities, force majeure event (such as any act of God or government, fire, natural disaster, labor stoppage, war or terrorism, failure of communications systems or power systems) or any other disruption or failure of performance. If the Subscribed Products fail to operate in any material respect, Subscriber shall immediately notify ASME and ASME will use commercially reasonable efforts to correct any material performance problem brought to its attention. ASME may temporarily suspend access to the requirements Subscribed Products when repair, modification, or improvement to its system or services is necessary. Disclaimer of that Section 5 at such times as such amounts become payable pursuant to the terms Warranties THE SUBSCRIBED PRODUCTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASME DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIBED PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, COMPLIANCE WITH ANY COMPUTATIONAL PROCESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE HAS BEEN DISCLOSED. ASME MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER TYPE OF MALICIOUS COMPUTER PROGRAM. Limitation of such Section 5 without acceleration; providedLiability ASME AND ITS DIRECTORS, howeverOFFICERS, that if the Minimum Offering is not reached prior to such expiration or terminationEMPLOYEES, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerMEMBERS AND AGENTS ARE NOT LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, DATA OR GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THE GRANT OF RIGHTS SET FORTH IN THIS AGREEMENT, SUBSCRIBER’S OR AN AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE SUBSCRIBED PRODUCTS, ASME’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT BY ASME, EVEN IF ASME IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ASME FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO ASME FOR THE SUBSCRIBED PRODUCTS SUBSCRIPTION FOR THE SUBSCRIPTION YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER THAT LIABILITY IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES APPLIES REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NO CLAIM MAY BE MADE AGAINST ASME UNLESS (1) SUIT IS FILED THEREON WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM AND (2) THE AMOUNT OF SUCH CLAIM EXCEEDS $25.00.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Board, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Distribution Manager. The Dealer Manager shall use This Agreement will automatically terminate in the event of its reasonable best efforts to cooperate with assignment, as defined in the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Distribution Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Distribution Manager under Section 4.b. herein, and (b) the Distribution Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Distribution Manager. The Distribution Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. In any case, if not sooner terminatedThis Agreement shall take effect from the Effective Date and shall continue to be in force for an initial period of 1 year[s] ("Initial Term”). A new 1-year Term shall commence upon the expiration of the Initial Term. This renewal and termination procedure shall apply for each subsequent 1-year Term after the Initial Term. Notwithstanding Clause 3.1, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated at any time in any of the following ways: on at least 3 months’ notice by Contractor to SeaRates; at any time by SeaRates on the expiry of 1 months’ notice to Contractor; or failure by either party (a) immediately upon notice Party to the other party in the event that the other party shall have materially failed to comply with any remedy a material provision breach of this Agreement which has not been remedied within 15 Days after notice of the breach has been served by the other party; immediately by either Party if the other Party enters into any form of insolvency, bankruptcy, receivership, administration, or ceases or threatens to cease to carry on its business, or passes a resolution for winding up, or is unable to pay its debts; if either Party due to an event of force majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the other Party may terminate this Agreement with immediate effect. ‘Material breach’ of this Agreement includes a breach of the Contractor’s insurance obligations, in accordance with Section 7; a failure by Contractor to pay claims when due, or a failure on the part of the Contractor to fulfil and deliver any of the representations, warranties, covenants or agreements of such party contained Services as defined herein shall not have been materially complied with on 3 occasions each month for 2 consecutive months and such failure to comply is not cured within ten (10) days after reoccurs in the date third consecutive month. Termination of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement for any reason whatsoever shall be deemed suspended during any period for without prejudice to the Parties' rights and obligations under the Agreement which have accrued prior to termination. The clauses and provisions of this Agreement which by their nature survive termination shall remain in full force and effect notwithstanding the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors Agreement for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copieswhatever reason. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in If this Agreement is terminated the Contractor shall prevent immediately return to SeaRates, on receipt of SeaRates’s written instruction, all SeaRates’s lists, operations manuals, technical guidelines, documents and/or property relating and/or belonging to SeaRates in the Dealer Manager from disclosing any such information Contractor’s possession. Should the Contractor fail to any regulatory authority asserting jurisdiction over make available the Dealer Manager. The Dealer Manager items within 14 (fourteen) Days of receipt of a written instruction as per 3.5 above, the Contractor shall use its reasonable best efforts to cooperate with compensate SeaRates the Company to accomplish any orderly transfer of management insured value of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageritems.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the second anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Shareholder Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Fund (as defined in the 1940 Act), warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its possession which relate to assignment, as defined in the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company Fund shall pay to the Dealer Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Intermediary Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, howeveroffset by any losses suffered by the Fund or any officer or director of the Fund arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, that if and (b) the Minimum Offering is not reached prior to such expiration or termination, the Company Intermediary Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

Term and Termination. Choose the proper dates / number of days below. This Agreement will commence on Effective Date (the “Effective Date”) and end End Date. This Agreement may be terminated for convenience by either Party with or without cause upon thirty (30) days prior written notice to the other Party. In the event of termination without cause, University shall pay the Contractor any caseundisputed amounts not previously paid for Services actually performed in accordance with specifications in the Engagement, if not sooner terminated, up to the date of termination. Performance of this Agreement is contingent upon the availability of appropriated funds from the Texas State Legislature or allocation of funds by the TWU Board of Regents. University shall expire have the right to cancel the Agreement at the close end of business the current fiscal year if funds are not allotted by the Board for the next fiscal year to continue the Agreement or funds are not appropriated by the Legislature. If funds are withdrawn or do not become available, University reserves the right to terminate the Agreement by giving the Contractor a ten (10) day written notice of cancellation without penalty. Upon cancellation, University shall be responsible only for payment for services actually performed up to the date of termination. The TWU fiscal year begins on the effective date that the Offering is terminatedSeptember 1 and ends on August 31st. This Agreement may be terminated by either party (a) immediately upon notice to the other party Party in the event that of breach of this Agreement by the other party shall have materially failed non-terminating party. A breach occurs when either Party fails to perform its obligations under this Agreement or fails to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination terms of this Agreement. In the event of a breach, the Party claiming such breach shall (a) promptly deposit any and all funds in its possession which were received from investors provide the other Party with written notice of such breach setting forth the basis for the sale such claim of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesbreach. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by breaching Party shall have reasonable opportunity or thirty (30) days from the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management receipt of the Offering notice of breach, whichever is shorter, to cure such breach. If the breaching Party fails to cure the breach within a party designated by reasonable time, not to exceed thirty (30) days of receipt of the Company. Upon expiration or termination of this Agreementnotice, the Company aggrieved Party shall pay have the right to terminate the Dealer Manager all earned but unpaid compensation Agreement immediately and reimbursement pursue any remedies available under law for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 breach of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements contract This contract may be renewed by written consent of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerboth parties.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 4 of this Agreement, including but not limited to any Distribution Feesdistribution fees, pursuant to the requirements of that Section 5 4 at such times as such amounts become payable pursuant to the terms of such Section 5 4 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement, if subject to earlier termination in accordance with its terms, shall continue until it is terminated either by Data Recipient on not sooner terminatedless than 30 days’ written notice to Cboe or by Cboe on not less than 60 days’ written notice to Data Recipient. Notwithstanding the foregoing, the right to receive or use the Data may be suspended (in whole or in part) or this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon written notice to the other party by Cboe in the event that the other party shall have materially failed (a) Data Recipient is not permitted or not able to comply with receive or Cboe is prevented from disseminating Data, or any material provision of part thereof; (b) any representation, warranty, or certification made by Data Recipient in this Agreement or if in any other document furnished by Data Recipient is, as of the representationstime made or furnished, warranties, materially false or misleading; (c) Data Recipient’s actions or omissions result in a default of its obligations or covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, under this Agreement shall be deemed suspended during or in a breach of any period for which the Dealer Manager’s license representation, warranty, certification, or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination other provision of this Agreement, shall which is material to Cboe or a Cboe Affiliate for regulatory, commercial or other reasons, after Cboe has notified Data Recipient in writing that such action constitutes a default or breach hereunder and has not been cured within 30 days of receipt of such notification by Cboe; (d) Data Recipient becomes subject to trade sanctions issued by the United States or other national or international governmental entity; (e) Cboe, in its sole reasonable discretion, determines that any failure on the part of Data Recipient to comply with this Agreement has or is likely to have a materially adverse impact on the operation or performance of any Cboe System, Data, or Cboe Affiliate, or is likely to cause disproportionate harm to Cboe’s or a Cboe Affiliate’s interests should termination be delayed; or (f) the Data Recipient is the subject of an Insolvency Event. The following Sections will survive the termination or expiration of this Agreement for any reason: (a) promptly deposit any Sections 1, 5-8, 10-19, 21, 22, 24-27, 29, and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; 30 and (b) promptly deliver any other provision expressly stated to the Company all records survive. Any terms and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management conditions of the Offering Additional Agreements incorporated herein by reference which by their terms are stated to a party designated by survive the Company. Upon termination or expiration of such Additional Agreements shall survive the termination or termination expiration of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement will commence on the Effective Date and shall terminate three (3) years thereafter (the “Term”), if not unless sooner terminated. During the Term, this Agreement shall expire at PRISM and Client may enter into one or more Schedules relating to the close of business on the effective date that the Offering is terminatedServices (each, a “Schedule”). This Agreement and any Schedule hereto may be terminated by either party with sixty (a60) immediately upon days’ prior written notice to the other party in the event that the other party shall have materially failed to comply with party. In addition, PRISM may terminate this Agreement, including any material provision of this Agreement or if any of the representationsSchedule hereto, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within upon ten (10) days after the date of such occurrence or (b) on 60 days’ prior written notice. In notice if Client (i) has materially breached any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination term of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account Schedule, or, if applicable, the Minimum Offering has been reached, into such other account as the Company may designate; Terms and (b) promptly deliver to the Company all records Conditions and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) has failed to cure such breach within the applicable rules ten-day notice period. Upon any event of FINRA termination, PRISM will be reimbursed by Client for all costs and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained non-cancelable commitments incurred by PRISM on behalf of Client for which PRISM has not yet been paid. Payment. Client agrees to pay PRISM in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companypayment terms set forth in Schedule A. Publicity. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company Client shall not pay use the name of PRISM or University in connection with any such compensation and reimbursements to products, promotion or advertising without the Dealer Managerprior written permission of University. Disclaimer of Warranties. ALL DATA, INVENTIONS, DISCOVERIES, COPYRIGHTABLE WORKS, SOFTWARE, TANGIBLE MATERIALS AND INFORMATION THAT ARE CONCEIVED OF, FIRST REDUCED TO PRACTICE, COLLECTED OR CREATED IN THE PERFORMANCE OF THE SERVICES BY PRISM (“RESEARCH RESULTS”) ARE PROVIDED AS IS. PRISM, UNIVERSITY AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES JOINTLY AND SEVERALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR ARISING BY OPERATION OF LAW, REGARDING RESEARCH RESULTS THAT MAY BE CONTEMPLATED, ANTICIPATED OR DEVELOPED BY EITHER OR BOTH PARTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL VALUE AND/OR FREEDOM OF RESEARCH RESULTS FROM INFRINGEMENT OF ANY PATENT, COPYRIGHT, OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire be for five years from the Effective Date unless sooner terminated by Customer or PG&E as permitted by this Agreement. Each party may terminate this Agreement or any Accepted Proposal at any time for convenience by giving the close of business on other party 5 days written notice, provided, however, that any such termination shall neither affect PG&E’s obligation to perform under any Accepted Proposals during the 5 day notice period, nor Customer’s obligation to pay PG&E for material procured or services rendered under any Accepted Proposal through the effective date that of termination, including during the Offering is terminated5- day notice period. This Agreement may be terminated Termination of any individual Accepted Proposal by either party (a) immediately shall not affect the continued validity of this Agreement or of any other Accepted Proposals. Additionally, each party may terminate this Agreement and any then-outstanding Accepted Proposals upon written notice to the other party if the other party: (i) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within seven days after receipt of written notice of such default; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise. Also, PG&E may terminate this Agreement immediately and without prior notice in the event that the other party shall have materially failed California Public Utilities Commission issues a ruling or order prohibiting or otherwise preventing PG&E from fulfilling, or substantially interfering with PG&E’s ability to comply with any material provision fulfill, its obligations under this Agreement, or finding that this Agreement is contrary to the policies of the California Public Utilities Commission. The following Sections of this Agreement shall survive expiration, cancellation or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or other termination of this Agreement: 4 Fees, shall (a) promptly deposit any 5 Limited Warranties, 6 Customer Responsibilities, 7 Data, 9 Limitation of Liability and all funds in its possession which were received from investors for 11 General. Any other provisions of this Agreement that would generally be construed as intended to survive the sale expiration, cancellation or other termination of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any also survive such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration expiration, cancellation or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or other termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThe term of this Agreement shall commence on month day, if year, and terminate on month day, year. DELETE THIS SENTENCE AND NEXT PARAGRAPH IF YOU DO NOT INTEND FOR THIS AGREEMENT TO AUTO RENEW] If notice of termination has not sooner terminatedbeen given by either Party at the time of expiration of the current term of this Agreement, this Agreement shall expire be automatically renewed on a year to year basis. Either Party may terminate this Agreement at any time, with or without cause, by giving the close of business on the effective date that the Offering is terminatedother Party thirty (30) days written notice. This Agreement may be terminated immediately by either party (a) immediately TTUHSC upon written notice to Other Party for nonpayment. Either Party may terminate this Agreement by written notice to the other party Party, and may regard the other Party as in default of this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. Neither Party hereto shall be liable for delays to perform due to causes beyond its reasonable control including, but not limited to, acts of God, strikes, epidemics, wars, riots, flood, fire, sabotage, or any other circumstances of like character. In the event of such delay, the period of service hereunder shall be extended for a period equal to the time lost by reasons of delay, and services omitted (or portions thereof) shall be performed during such extension. Notwithstanding anything else in this Agreement to the contrary, if either Party terminates this Agreement during the initial twelve (12) months of the Agreement for any reason, the Parties agree that they shall not enter into an agreement for the other party shall have materially failed to comply with any material provision same or substantially the same services during the initial twelve (12) months of this Agreement. In the event this Agreement or if any of the representationsis terminated in accordance with this Article, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured then within ten thirty (1030) days after the effective date of such occurrence termination, TTUHSC shall submit TTUHSC’s termination statement for Services rendered to the date of termination, and Other Party shall pay TTUHSC for such Services within thirty (30) days of receipt of TTUHSC’s termination statement. The termination or (b) on 60 days’ written notice. In any event, expiration of this Agreement shall be deemed suspended during not relieve either Party of any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager obligation pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent which arose on or before the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer date of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire remain in force until September 30, 2004, and from year to year thereafter, but only so long as such continuance, and the continuance of the Investment Adviser as investment adviser of the Fund, is specifically approved at least annually by the close vote of business a majority of the Trustees who are not interested persons of the Subadviser or the Investment Adviser of the Fund, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the effective date Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision continuance of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement be `specifically approved at least annually' shall be deemed suspended during any period for which construed in a manner consistent with the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws 1940 Act and the rules and regulations thereunder. This Agreement may, upon 60 days' written notice to the Subadviser, be terminated at any time without the payment of any penalty, (iia) by the applicable rules Fund, by the Board of FINRA Trustees or by vote of a majority of the outstanding voting securities of the Fund, or (b) by the Investment Adviser. This Agreement may, upon 120 days written notice to the Trust and (iii) the NASAA REIT GuidelinesInvestment Adviser, but be terminated at any time, without payment of any penalty, by the Subadviser. This Agreement shall keep all such information confidential; providedautomatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. The Investment Adviser agrees that it shall promptly notify the Subadviser in writing upon the termination of the Advisory Agreement In addition, that, nothing contained in the Investment Adviser shall have the right to terminate this Agreement shall prevent upon immediate written notice if the Dealer Manager Subadviser becomes statutorily disqualified from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use performing its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companyduties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. Upon expiration or the effective date of termination of this Agreement, the Company Subadviser shall deliver all books and records of the Trust and the Fund to such entity as the Trust may designate as a successor subadviser, or to the Investment Adviser. The provisions of Sections 5, 13, 14, 15, 16, 18 and 19 shall survive termination of this Agreement. In addition, the obligation to pay to the Dealer Manager all Subadviser any compensation earned by the Subadviser under this Agreement but unpaid compensation and reimbursement for all incurred, accountable compensation to which not paid as of the Dealer Manager is or becomes entitled under Section 5 termination of this Agreement shall survive termination of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThe initial term of this Agreement shall begin on the date of this Agreement as set forth above, if not and shall continue for a period of one year from that date, unless terminated sooner terminatedpursuant to the provisions of this Agreement. Upon expiration of the initial term, this Agreement shall expire automatically renew on the same terms and conditions for successive one-year periods, unless terminated: In writing, by certified mail, return receipt requested, at the close of business on address set forth as the effective date that the Offering is terminated. This Agreement may be terminated principal address with one hundred, eighty (180) days notice by either party with or without cause. In the event this Agreement is terminated by NBI without cause, existing business and renewals will be honored for so long as membership fees are collected by NBI. In writing, by certified mail, return receipt requested, at the address set forth as the principal address with thirty (a30) immediately upon days notice by either party "with cause" which is defined as follows: Misrepresentation by either party of the NBI discount benefit programs in the marketplace Default or breach by either party of the terms of this Agreement or those contained in any subsequent amendments or schedules. By law, if any state or federal law or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law is interpreted to prohibit such performance. Either party may give written notice demanding that said default, breach, or misrepresentation be remedied within thirty days, and if the default is not remedied, this Agreement is deemed terminated. In the event of breach by either party of any covenants of this Agreement or any of the terms hereof, that party shall forfeit all rights to any compensation that might otherwise be due. The parties also agree that damages and remedies at law for such breaches would be inadequate and that either party may apply to a court of competent jurisdiction for, and shall be entitled to, an injunction by such court to prevent further breach thereof on the part of the other party. Each party agrees to pay all court costs and reasonable attorneys' fees incurred by the other party in the event that the other party shall have materially failed to comply with obtaining specific performance of, or any material provision of this Agreement injunction against violation of, or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additioncontinuous violation of, the Dealer Manager, upon the expiration or termination requirements of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminatedThis Agreement shall have an initial term of one (1) year from the date hereof. Thereafter, this Agreement shall expire at automatically renew on a month to month basis unless either party terminates this Agreement by written notice effective no sooner than ninety (90) days following the close of business on the effective date that notice to such effect shall be delivered to the Offering is terminatedother party. This Agreement may be terminated by Notwithstanding the foregoing provisions, either party (a) immediately upon notice hereto may terminate this Agreement for any reason by giving to the other party a notice in writing specifying the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements date of such party contained herein termination, which shall be not have been materially complied with and such failure to comply is not cured within ten less than ninety (1090) days after the date of giving of such occurrence or (b) on 60 days’ written notice. If such notice is given by the Company, it shall be accompanied by a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary of the Company, electing to terminate this Agreement and designating a successor custodian or custodians each of which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. In any eventthe event such notice is given by the Custodian, the Company shall, on or before the termination date, deliver to the Custodian a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary, designating a successor custodian or custodians to act on behalf of the Company. In the absence of such designation by the Company, the Custodian may designate a successor custodian which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. Upon the date set forth in such notice this Agreement shall be deemed suspended during any period for which terminate, and the Dealer Manager’s license or registration to act as Custodian, provided that it has received a broker dealer shall be revoked or suspended notice of acceptance by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreementsuccessor custodian, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account ordeliver, if the Minimum Offering has been reachedon that date, into such other account as the Company may designate; and (b) promptly deliver directly to the Company successor custodian all records Securities and documents in its possession which relate to the Offering which are not designated monies then owned by a Fund and held by it as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the CompanyCustodian. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid Custodian on behalf of the Company such compensation and reimbursement as may be due as of the date of such termination. The Company agrees on behalf of the Company that the Custodian shall be reimbursed for all incurred, accountable compensation to which its reasonable costs in connection with the Dealer Manager is or becomes entitled under Section 5 termination of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business be on the effective date that the Offering is terminated. This Agreement may a month-to-month basis and shall be terminated cancelable by either party (a) immediately at any time for any reason upon notice to the other party in accordance with Section 28 (Electronic Communications and Other Notices). When Merchant cancels the event Services or terminates its account, any pending transactions may be cancelled. Any funds that Provider or the Bank are holding in custody for Merchant at the time of closure, less any applicable Fees and other party shall liabilities of Merchant, will be paid to Merchant according to the Merchant payment schedule, assuming all payout-related authentication requirements have materially failed to comply with any material provision of this been fulfilled. If a Chargeback investigation is pending at the time Merchant terminates the Merchant Agreement or if any Provider deems there is a potential for Chargebacks, Provider may hold Merchant funds as described above. If it is later determined that Xxxxxxxx is entitled to some or all of the representationsfunds in dispute, warranties, covenants Provider will release those funds to Merchant. Bank may also withhold such funds pending investigation of Merchant transactions or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticepotential liabilities hereunder. In any eventaddition to our rights to terminate this Agreement, this Agreement shall be deemed suspended during any period for which Provider may also suspend the Dealer ManagerMerchant Account and Merchant’s license or registration access to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, such Account if Merchant (i) has violated the Dealer Manager, upon the expiration or termination terms of this Agreement, or any other agreement you have with us; (ii) poses an unacceptable credit or fraud risk to us, Processor or Bank; or (iii) provides any false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct. If this Agreement is terminated, you agree: (i) to continue to be bound by the terms of this Agreement that survive termination; (ii) to immediately stop using the Services and the Account; (iii) that the license provided under this Agreement shall end; (aiv) promptly deposit that Provider reserves the right (but has no obligation) to delete all of Merchant’s information and Account data stored on our servers after a reasonable period of time (but also reserves the right to retain copies thereof for up to five (5) years); and (v) that Provider shall not be liable to you or any third party on account of our termination of Merchant’s access to the Services or the Merchant Account or for deletion of Merchant’s information or Account data. On any termination hereof, Merchant shall remain liable hereunder for any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration Fees or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached costs accrued prior to such expiration or terminationfollowing termination and any other amounts owed by Merchant to Provider, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerProcessor, Bank or a Payment Network.

Term and Termination. In any caseUnless otherwise specified in an Exhibit, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this each Service Agreement shall be deemed suspended during any valid for a period of one (1) year from the date last signed by the Parties and will automatically renew for which an additional one-year period with paid invoice at the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, selfend of the first year and at the end of each subsequent one-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesyear period. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained general terms in this Agreement shall prevent remain in effect throughout each subsequent renewal period unless new terms are provided by Seller. (A) Either Party may terminate this Agreement for convenience with written notice ninety (90) days prior to the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management anniversary date of the Offering renewal at no additional cost to Buyer. Should Buyer terminate the Agreement with written notice ninety (90) days prior to the anniversary date of the renewal, Buyer shall not receive any monies in a refund and/or credit for any unused portion of the cancelled subscription. (B) Should Buyer terminate the Agreement for convenience at any time other than provided in Section 3(A), Buyer shall not receive any monies in a refund and/or credit for any unused portion of the cancelled subscription. (C) Either Seller or Buyer can terminate this Agreement should any party designated by materially fail to perform or observe any covenant, condition, or agreement to be performed or observed and such failure is not corrected or diligently prosecuted within ninety (90) days after written notice thereof. Should either Seller or Buyer terminate this Agreement, Buyer shall not receive any monies in a refund and/or credit for any unused portion of the Companycancelled subscription. (D) Upon expiration or termination of this AgreementAgreement for any reason and at any time whatsoever, the Company licenses granted shall pay immediately terminate and Buyer shall cease to have any rights or licenses whatsoever to use the Aircraft Information Services. (E) In the event of termination, Buyer shall be responsible for payment of all usage charges incurred for any Service up to the Dealer Manager all earned but date of termination. Seller is entitled to collect on any unpaid compensation invoices and reimbursement for all incurred, accountable compensation Buyer shall be obligated to which pay the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at unpaid portion stated on such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageroutstanding invoices.

Term and Termination. In The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any caseof this Agreement’s express provisions, if not sooner terminatedwill continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall expire at terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the close of business on the effective date that the Offering is terminatedEscrow Funds. This Notwithstanding, NCPS may terminate this Agreement may be terminated by either party for cause immediately without notice to Issuer Party upon: (a) immediately upon notice to the other party in the event fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that the other party shall have materially failed to comply with may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material provision breach by Issuer Party of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply breach is not cured within ten 10 days of receipt of written notice thereof (10) days after to the date of such occurrence extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (bd) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on 60 a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written noticenotice to each other Party. In any event, No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be deemed suspended during any period for which the Dealer Managerpaid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s license invoice therefor or registration to act as a broker dealer shall be revoked otherwise set forth in Exhibit B, Section 9 or suspended by any federal, self-regulatory or state agencySection 10. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, Issuer Party shall (a) promptly deposit remove any and all funds references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate connection with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageroffering.

Term and Termination. In any case, if not sooner terminated, This Agreement enters into force on the Effective Date. The Agreement shall remain in force until further notice. Both Parties have the right to terminate this Agreement shall expire at in written form. The term of notice is 2 weeks. After the close termination, the Service Provider is responsible for paying the Partner the sales income for the actual sales of business on 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 that of termination. Each Party shall have the Offering is terminated. This right to terminate this Agreement may be terminated by either party (a) immediately with immediate effect upon written notice to the other party in the event that Party if (a) the other party shall have materially failed to comply with Party commits a material breach of any material provision of the terms and conditions of this Agreement or and fails to remedy such a breach, if any the breach is capable of being remedied, within 7 days of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or other Party’s written notice thereof; (b) on 60 days’ written noticethe other Party is insolvent, declared bankrupt, is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its payments; or (c) there is a material change in control or ownership of the other Party. In any event, this Agreement shall be A change is deemed suspended during any period for which material if control or ownership is acquired by a competitor of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesParty. The Dealer Manager, 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 expense, may make and retain copies of all such records and documents required discretion to be retained by suspend the Dealer Manager pursuant to Partner from the Service if (i) Federal and state securities laws and the rules and regulations thereunder, 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 rules fees in accordance with Appendix 1 of FINRA and this Agreement to the Service Provider; or (iii) there is reasonable doubt about the NASAA REIT Guidelinescorrectness or authenticity of the Partner’s Service account. Termination, but shall keep all such information confidential; provided, that, nothing contained in cancellation or expiry of this Agreement shall prevent not release the Dealer Manager Parties or such Party, as the case may be, from disclosing any such information liability under any obligation pursuant to this Agreement, which at the time thereof has already fallen due for performance or any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination prior breach of this Agreement. This Agreement shall remain binding on the Parties even after the expiry, the Company shall pay termination or cancellation of this Agreement to the Dealer Manager all earned but unpaid compensation extent the context so requires in order to safeguard the rights of the Parties and reimbursement for all incurredthe exercise of the provisions agreed upon herein. In particular, accountable compensation to which the Dealer Manager is provisions of Sections 8 (Confidentiality) and 18 (Governing Law and Settlement of Disputes) shall survive any termination, cancellation or becomes entitled under Section 5 expiry of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated(a) Subject to Section 12(b), this Agreement shall expire at the close of business terminate on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice earliest to the other party in the event that the other party shall have materially failed to comply with any material provision occur of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderexpiration of the Initial Term of the Management Agreement, (ii) the applicable rules termination of FINRA and the Management Agreement by the REIT, or (iii) the NASAA REIT Guidelineseffective date of the removal of the Sub-Manager for Cause (such earliest date, the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the Company shall pay to REIT or any of its Affiliates, on the Dealer one hand, and the Manager all earned but unpaid compensation and reimbursement for all incurredor any Member Manager, accountable compensation to which on the Dealer Manager is or becomes entitled under Section 5 of this Agreementother hand, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms enter into a new management agreement effective within six months of such Section 5 without accelerationtermination, this Agreement will be deemed to apply with respect to such new management agreement; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or any of its Affiliates. The applicable Member, or the Members, as may be the case, shall cause the applicable Member Manager, if the Minimum Offering it is not reached prior the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall enter into good faith negotiations with regard to any such appropriate amendments and the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In any caseThis Agreement shall begin with respect to a Fund as of the date that is the later of (a) the date on which this Agreement is executed and delivered by each party, (b) the date on which Adviser has provided to Sub-Adviser the information and documents with respect to such Fund required under Section 3 to be delivered by Adviser to Sub-Adviser prior to the effective date of this Agreement, or (c) the date on which both approval of this Agreement (and, as necessary, the services agreement referenced in Section 12(g)(iii) below), and the appointment of Sub-Adviser as contemplated hereunder, by the Board and, if not sooner terminatednecessary, by the shareholders of such Fund shall have been obtained. Adviser and Sub-Adviser agree that Sub-Adviser’s commencement of management of the Subadvised Assets of a Fund shall be conclusive evidence of the satisfaction of the foregoing conditions precedent to this Agreement becoming effective as to such Fund. With respect to each Fund, this Agreement shall expire at continue in effect for a period of two years from the close date hereof and thereafter for successive periods of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice one year, subject to the other party in the event that provisions for termination and all of the other party shall have materially failed to comply terms and conditions hereof if such continuance is specifically approved at least annually in conformity with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration1940 Act; provided, however, that if this Agreement may be terminated with respect to a Fund, without payment of any penalty, (i) upon not more than sixty (60) days’ prior written notice (A) by the Minimum Offering is not reached Board, (B) by the Adviser, or (C) by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Fund, or (ii) upon at least sixty (60) days’ prior written notice by Sub-Adviser. Any notice of termination shall be provided to Adviser, Sub-Adviser and the Board. This Agreement will terminate automatically, without payment of any penalty, in the event of its assignment (as defined in the 0000 Xxx) or upon the termination of the Advisory Agreement. In the event of termination of this Agreement for any reason, Sub-Adviser shall, promptly upon receiving notice of termination or a receipt acknowledging delivery of a notice of termination to Adviser, or such expiration or terminationlater date as may be specified in such notice, cease all activity on behalf of each Fund and with respect to the Company Subadvised Assets, except as expressly directed by Adviser, and except for the settlement of securities transactions already entered into for the account of a Fund with respect to the Subadvised Assets. Termination of this Agreement shall not pay relieve Adviser or Sub-Adviser of any such compensation liability incurred hereunder. The provisions of Sections 5, 6, 9, 10 and reimbursements to 12(j) of this Agreement shall survive termination for the Dealer Managerapplicable statute of limitations period.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this This Agreement shall be deemed suspended during any period for which terminate on the Dealer Manager’s license or registration earliest to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination occur of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderfifth anniversary of the closing of the Merger, (ii) the applicable rules termination of FINRA and the Management Agreement by Company, or (iii) the NASAA REIT Guidelines, effective date of the removal of the Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but shall keep all such information confidential; provided, that, nothing contained in unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement shall prevent the Dealer Manager from disclosing any such information with respect to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate periods prior to, on or in connection with the Company to accomplish any orderly transfer of management of Termination Date shall survive the Offering to a party designated by the Company. Upon expiration or termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. If, in the event of a termination pursuant to clause (ii) above, the Company or any of its Affiliates, on the one hand, and the Manager or any Pine River Manager, on the other hand, enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 9(a), the Termination Date shall pay be deemed not to have occurred. Pine River Capital shall cause the applicable Pine River Manager, if it is not the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Pine River Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Pine River Manager shall enter into good faith negotiations with regard to any such appropriate amendments and Pine River Capital shall cause the Pine River Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event Pine River Capital will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the Dealer Manager all earned but unpaid compensation and reimbursement accrual for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 payment of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior Pine River Manager with regard to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managernew agreement.

Term and Termination. In any case, if not sooner terminatedSubject to Clauses 15.2 to 15.5, this Agreement Licence shall expire at commence upon the close Start Date of business on the effective date that Order, and shall continue, unless terminated earlier in accordance with this Clause 15, until the Offering is terminatedexpiry of the Participation Period. This Agreement may be terminated by Without affecting any other right or remedy available to it, either party (a) immediately upon may terminate this Licence with immediate effect by giving written notice to the other party in the event that if: the other party shall have materially failed becomes insolvent, admits insolvency or a general inability to comply with pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; the other party commits a material provision or persistent breach of any term of this Agreement or Licence which breach is irremediable or, if any such breach is remediable, fails to remedy that breach within a period of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten sixty (1060) days after being notified in writing to do so. Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of such occurrence Clause 4 (Restrictions) or Clause 8.1 (bResponsibility of Institution) on 60 days’ written noticeand fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. In any event, this Agreement For the avoidance of doubt the Institution shall not be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination in breach of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for Licence on the sale grounds that an act of Shares into the appropriate escrow account oran Authorised User, if carried out by the Minimum Offering has Institution, would have been reacheda breach of this Licence, into such other account as the Company may designate; and (b) promptly deliver without prejudice to any express obligations applicable to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in Institution under this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerLicence.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business will take effect on the effective date that Effective Date and terminate automatically upon completion by DESIGN FIRM of the Offering is terminatedDesign Services required by this Agreement. This Agreement may be terminated by either party CLIENT, in writing, only under the following circumstances: - CLIENT shall remain liable for all outstanding obligations owed to DESIGN FIRM and to third parties for services and/or merchandise then on order as of the termination date. - CLIENT shall reimburse DESIGN FIRM for all out-of-pocket expenses incurred by DESIGN FIRM in connection with your Project and compensate DESIGN FIRM for all services performed by DESIGN FIRM up to and including the date of termination, irrespective of the payment schedule outlined in this Agreement. - CLIENT expressly agrees to take no action that is intended or would reasonably be expected to harm DESIGN FIRM’s reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to DESIGN FIRM or which would disparage DESIGN FIRM in any way. - CLIENT shall have the right to use DESIGN FIRM’s Project Documents provided: (1) CLIENT agrees to indemnify and hold DESIGN FIRM harmless from and against any and all costs, claims or expenses, including reasonable attorneys' fees and related costs, arising out of or relating in any manner to CLIENT’s subsequent use of the Project Documents; (2) CLIENT releases DESIGN FIRM from any further obligations under this Agreement; and (3) CLIENT does not permit any other person, firm or entity to claim design credit for any work prepared by DESIGN FIRM prior to the date of termination. This Agreement may be terminated by DESIGN FIRM for cause if Client: (a) immediately upon notice to becomes insolvent, files a petition in bankruptcy, and/or makes an assignment for the other party in the event that the other party shall have materially failed to comply with any material provision benefit of this Agreement its creditors; or if (b) breaches any of the representationsClient’s material responsibilities or obligations under this Agreement, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply which breach is not cured remedied within ten (10) days after from receipt of written notice of such breach. In the event of such a termination, in addition to any other remedies available to it by law, DESIGN FIRM shall be entitled to compensation for any and all of the services performed through the date of such occurrence or (b) on 60 days’ written notice. In termination and Client shall not have any event, rights to use any deliverables from DESIGN FIRM under this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, except upon the expiration or written consent from DESIGN FIRM provided after termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerpayment.

Term and Termination. In any case, if not sooner terminated, The term of this license shall begin on the Effective Date of this Agreement shall expire at and continue until this Agreement is terminated as provided herein or until the close earlier of business on the effective date that no Licensed Patent remains an enforceable patent or the Offering is terminatedpayment of earned royalties under Sections 2B and 4B, once begun, ceases for more than eight (8) calendar quarters. This Licensee may terminate this Agreement may at any time by giving at least ninety (90) days’ written and unambiguous notice of such termination to University. Such a notice shall be terminated accompanied by either party (a) immediately upon notice a statement of the reasons for termination. The termination of this Agreement under this section 7b shall in no way be understood to provide Licensee the other party right to receive a refund of the equity securities provided as a license fee under Section 4A or relieve Licensee of its obligation to provide such equity securities to University as provided in the Equity Agreement. In the event that the other party shall have materially failed Licensee fails to comply with meet any material provision Milestone set forth in Section 3D, University may terminate this Agreement by giving Licensee at least thirty (30) days’ written and unambiguous notice of such termination. The termination of this Agreement or if any under this section 7C shall in no way be understood to provide Licensee the right to receive a refund of the representationsequity securities provided as a license fee under Section 4A or relieve Licensee of its obligation to provide such equity securities to University as provided in the Equity Agreement. If Licensee at any time defaults in the timely payment of any monies due to University or the timely submission to University of any Development Report, warrantiesfails to pursue actively the development plan, covenants or agreements commits any breach of any other covenant herein contained, and Licensee fails to remedy any such party contained herein shall not have been materially complied with and such failure to comply is not cured breach or default within ten ninety (1090) days after written notice thereof by University, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Licensed Patents to its creditors, University may, at its option, terminate this Agreement by giving notice of termination to Licensee. University may terminate this Agreement by giving Licensee at least ninety (90) days written notice if the Date of First Commercial Sale does not occur by the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which set forth in Appendix A. Upon the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, Licensee and its sublicensee(s) shall (a) promptly deposit remain obligated to provide an accounting for and to pay royalties earned up to the date of the termination and any minimum royalties shall be prorated as of the date of termination by the number of days elapsed in the applicable calendar year. Waiver by either party of a single breach or default, or a succession of breaches or defaults, shall not deprive such party of any right to terminate this Agreement in the event of any subsequent breach or default. The Parties shall attempt to resolve any and all funds disputes arising out of or related to this Agreement through mediation. At least one employee of each Party with authority to negotiate a settlement of outstanding disputes shall, within three weeks of receipt of a written request for mediation by the other Party, meet in its possession which were received from investors for an attempt to resolve outstanding disputes. If no resolution is achieved, at least one employee of each Party with authority to negotiate a settlement of outstanding disputes shall, within four weeks of the sale initial review, meet in an attempt to resolve outstanding disputes. If the Parties are unable to resolve the matter themselves, the Parties agree on the state and federal courts sitting in the State of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account Wisconsin as the Company may designate; sole and (b) promptly deliver exclusive venues for resolving disputes, and the Parties hereby submit to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managercourts.

Term and Termination. (a) Except as otherwise expressly provided in the Purchase Order, the Purchase Order will continue in force through the later of Supplier’s delivery of all of the Goods and Supplier’s completion of the Services unless sooner terminated by PAR; provided that, PAR may terminate the Purchase Order, in whole or in part, at any time, with or without cause, upon written notice to Supplier. (b) In any the event PAR terminates the Purchase Order (i) for convenience (without cause), PAR will pay Supplier for Goods delivered and/or Services performed and, in each case, if not sooner terminated, this Agreement shall expire accepted as at the close effective date of business termination, and (ii) upon Supplier’s failure to cure a breach of the Purchase Order within 30 days of Supplier’s receipt of written notice of such breach from PAR or upon the occurrence of a non-curable breach (as determined in PAR’s sole discretion), Supplier shall refund PAR all amounts paid by PAR to Supplier for Goods not delivered and/or Services not performed and, in each case, accepted as at the effective date of termination. Other than termination upon the occurrence of a curable breach (in which case, the effective date of termination shall be the 31st calendar day from Supplier’s receipt of written notice of breach from PAR), the date of Supplier’s receipt of PAR’s written notice of termination shall constitute the effective date of termination. If Supplier becomes or is declared insolvent or bankrupt or makes or seeks to make an arrangement with or an assignment for the benefit of creditors, or if proceedings in voluntary or involuntary bankruptcy are instituted by, on behalf of or against Supplier, or if a receiver or trustee of Supplier is appointed, or if Supplier is otherwise wound up or liquidated, voluntarily or otherwise; then, any of the forgoing shall constitute a non-curable breach of the Purchase Order. Supplier shall cease all work under the Purchase Order on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any termination and prepare a report of the representations, warranties, covenants or agreements status of all Goods and/or Services as of such party contained herein date, which Supplier shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated PAR. Except as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained provided in this Agreement Section, PAR shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate have no further payment obligation in connection with the Company to accomplish any orderly transfer of management termination of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerPurchase Order.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In This Agreement shall terminate upon the earliest to occur of (i) the Voting Trust ceasing to hold any caseEquity Interests (as a result of any Transfer completed in accordance with the terms of this Agreement), (ii) the death of Dr. Kapoor, (iii) the written approval of such termination by each of Dr. Kapoor (or, if Dr. Kapoor is unable to act, Beneficiaries holding a majority of the Trust Units) and the Company, (iv) the written notice of such termination by Dr. Kapoor, except that, in the case of clause (iv), Dr. Kapoor may not sooner terminatedprovide a written notice of termination unless, this Agreement shall expire at the close time such notice is provided, (A) all criminal charges in connection with or related to the Indictment have been finally and fully resolved and all related sentences and penalties and other sanctions that limit or otherwise restrict Xx. Xxxxxx’x ability to vote the Common Stock have been finally and fully discharged or withdrawn, (B) all civil actions against Dr. Kapoor in connection with or related to the Indictment have been finally and fully discharged and Dr. Kapoor is not subject to any sanctions that limit or otherwise restrict Xx. Xxxxxx’x ability to vote his Common Stock and (C) any Company Corporate Integrity Agreement to which the Company was a party in connection with or related to the Indictment shall have expired, and (v) written notice from the Trustee to the Company and the Beneficiaries of business on the effective date termination, stating that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially Company had failed to comply with (x) pay any material provision of the Trustee’s base compensation under this Agreement, (y) reimburse the Trustee for any of its reasonable and documented expenses pursuant to Section 7.04 of this Agreement or if (z) indemnify the Trustee for any claim, damage, loss, liability, cost or expense pursuant to Section 7.02 of this Agreement, and the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is pay, reimburse or indemnify, as applicable, was not cured within ten (10) thirty days after the date upon which the Trustee delivered to the Company written notice of such occurrence nonpayment, failure to reimburse or (b) on 60 days’ written notice. In any eventfailure to indemnify, this Agreement shall be deemed suspended during any period for which as applicable, and the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or potential termination of this Agreement, except that, with respect to subclauses (y) and (z) of this clause (v), the Trustee shall (a) promptly deposit not be entitled to deliver any such termination notice if there exists a bona fide dispute between the Trustee and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver with respect to the Company all records and documents in its possession which relate need to reimburse or indemnify the Offering which are not designated Trustee, as dealer copiesapplicable. The Dealer Manager, at its sole expense, may make and retain copies In the case of all such records and documents required to be retained by the Dealer Manager pursuant to any termination under clause (i) Federal and state securities laws and the rules and regulations thereunder), (ii) the applicable rules of FINRA and or (iii) above, Company shall provide written notice of termination to the NASAA REIT GuidelinesTrustee, but which notice the Trustee shall keep all such information confidential; providedbe permitted to conclusively rely upon. In the case of any termination under clause (iv) above, that, nothing contained in this Agreement Dr. Kapoor shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management provide written notice of the Offering termination to a party designated by the Trustee and simultaneously to the Company, which notice the Trustee shall be permitted to conclusively rely upon. In the case of clause (i), (ii) or (iii) above, the termination shall be effective on the date of delivery of the notice to the Trustee. In the case of clause (iv) above, the termination shall be effective 14 days following delivery of the notice to the Trustee and the Company. Upon expiration or termination In the case of this Agreementclause (v) above, the Company termination shall pay be effective on the date of delivery of the final termination notice to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited Company. Prior to any Distribution Feestermination under this Section 8.03, pursuant all fees and expenses payable to the requirements Trustee through the end of that Section 5 at the fiscal quarter in which such times as such amounts become payable pursuant termination is to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company occur shall not pay any such compensation and reimbursements to the Dealer Managerhave been paid in full.

Term and Termination. In any caseThe Dealer Agreement and these Terms and Conditions shall be effective as of the Effective Date set forth in the Dealer Agreement and shall continue in force until terminated in accordance with the provisions of the Dealer Agreement or these Terms and Conditions. With respect to potential future Work not then the subject of a Purchase Order, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Dealer Agreement may be terminated prospectively by either party at any time without cause and without liability upon thirty (a30) immediately upon days prior written notice to the other party party; provided, however, that these Terms and Conditions shall continue to apply to all Work and Purchase Orders then in the event that the other existence, and neither party shall by reason of such prospective termination of the Dealer Agreement be relieved of its respective obligations and liabilities theretofore or thereafter arising from or incident to Work performed under any existing Work Order, which is subject to the Dealer Agreement and these Terms and Conditions. Notwithstanding the foregoing, if Dealer breaches any warranty or other material provision hereunder, Company shall have materially failed the right to immediately terminate the Dealer Agreement, these Terms and Conditions, any Purchase Order, and/or any Work then being performed by Dealer without further obligation. Company has a vested interest in building and continuing to develop its relationship with Dealer. However, Company may terminate all or part of the Purchase Order if Dealer abandons the Work, becomes bankrupt or insolvent, is unable to obtain a bond (if required), assigns the Purchase Order or subcontracts the Work or any of its parts without Company's consent or otherwise fails to comply with the Purchase Order. If Company terminates for cause, Company may complete or contract with a third party to complete all or part of the Work, and Dealer shall be liable to Company for the excess costs to complete all or such part of the Work and any other damages resulting from Dealer’s noncompliance. If it is subsequently determined that Company did not have adequate cause to terminate the Dealer Agreement and these Terms and Conditions pursuant to this paragraph, then the parties agree that such termination shall be deemed to be a termination without cause pursuant to the following paragraph. If either party defaults in the performance of any material provision of obligation in this Agreement or Agreement, then the non-defaulting party may give written notice to the defaulting party and if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply default is not cured within ten thirty (1030) days following such notice, the Agreement will be terminated. Company desires to work with Dealer to avoid the termination of any Purchase Order. Company may also terminate immediately upon written notice all or part of the Purchase Order without cause. In all cases, Company may require Dealer to transfer title and deliver to Company any contracts, rights, Commodities and Equipment, materials, parts and Work Product produced or acquired by Dealer for the performance of the Purchase Order. All of the Company's trademarks, trade names, patents, copyrights, designs, drawings, ideas, formulas or other data, photographs, literature, and sales aids of every kind shall remain the property of Company. Within five (5) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company Dealer shall pay return all such items to company at the Dealer's expense and shall cease to use all such items. The Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation shall not make or retain any copies of any confidential items or information that may have been entrusted to which it. In the Dealer Manager is or becomes entitled under Section 5 event of termination by either party in accordance with any of the provisions of this Agreement, including but not limited to any Distribution Fees, pursuant neither party shall be liable to the requirements other, because of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, for compensation, reimbursement, or damages, on account of the loss of prospective profits, anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the Company shall not pay any such compensation and reimbursements to or the Dealer ManagerDealer.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement shall expire at commence as soon as Subscriber has accepted and returned this Agreement to ARMLS® (either electronically or by non-electronic means), and Subscriber has paid all fees that are due. The term of this Agreement shall continue in full force and effect until such time as (i) Subscriber is no longer eligible to receive the close services provided under this Agreement, or (ii) ARMLS® terminates this Agreement due to Subscriber’s default in accordance with provisions herein or provisions of business on the effective date that ARMLS® Governing Documents, or (iii) ARMLS®, in its discretion, elects to terminate this Agreement in connection with the Offering discontinuation by ARMLS® of any of the ARMLS® services generally provided hereunder to Subscribers. Further, Subscriber shall have the right to terminate this Agreement upon any amendment or modification of the ARMLS® Governing Documents, if Subscriber is terminated. This Agreement may be terminated by either party (a) immediately upon notice not willing to agree to the other party terms of such amendment or modification. In that event, Subscriber shall notify ARMLS® of their election to terminate and such termination shall become effective upon the receipt by ARMLS® of such notice and the payment by Subscriber and receipt by ARMLS® of all fees owing through the date of termination. Notwithstanding the foregoing, if Subscriber accesses or uses the System or otherwise avails themself of ARMLS® services provided pursuant to this Agreement at any time after Subscriber’s receipt of an amendment or modification of the ARMLS® Governing Documents (either pursuant to the procedure set forth in the event that the other party shall have materially failed to comply with any material provision Section 14 of this Agreement or if any otherwise), such access to or use of the representations, warranties, covenants System or agreements ARMLS® services automatically shall constitute Subscriber’s agreement to such amendment or modification and shall nullify Subscriber’s right to terminate this Agreement by virtue of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence amendment or (b) on 60 days’ written noticemodification. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer ManagerSubscriber understands that, upon the expiration or termination of this Agreement, shall (a) promptly deposit Subscriber’s Agent ID number will no longer be valid and Subscriber will not be able to access or use the System, will not be eligible to receive any other services or products under this Agreement and all funds in its possession which were received from investors for will not be able to use the sale of Shares into the appropriate escrow account orelectronic key, if the Minimum Offering Subscriber has been reachedone, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesopen electronic keyboxes located on listed properties. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing Promptly upon any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon termination or expiration or termination of this Agreement, the Company (i) ARMLS® shall pay deactivate Subscriber’s user ID and password, and Subscriber shall have no further access to the Dealer Manager ARMLS® System; (ii) Subscriber shall purge all earned but unpaid compensation copies of the ARMLS® Data from Subscriber’s personal computers; (iii) all licenses granted hereunder shall immediately terminate; and reimbursement for all incurred, accountable compensation (iv) Subscriber will not be able to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited use any electronic key to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageropen lockboxes on listed properties.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its possession which relate to assignment, as defined in the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Managing Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Managing Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or director of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein, and (b) the Managing Dealer shall not pay any such compensation and reimbursements promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer Managershall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. In any case, if not sooner terminatedProvider’s employment with UCP under this agreement shall commence as of the Commencement Date and shall continue for a period of or until terminated as provided in this Agreement (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined herein), this Agreement shall expire automatically renew for a term of one (1) year (each, a “Renewal Term” and, together with the Initial Term, the “Term”). Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement at the close any time, without cause and for any or no reason, provided that UCP must provide written notice of business on such termination to Provider not less than ninety (90) days prior to the effective date of such termination and provided that Provider must provide written notice of such termination to UCP not less than ninety (90) days prior to the Offering effective date of such termination. UCP may, at its discretion, permit Provider to continue performing Provider’s job duties during the ninety (90) day notice period or terminate Provider’s services at any time during the ninety (90) day notice period, provided that UCP continues Provider’s pay and benefits for the entire ninety (90) day notice period. Provider acknowledges that if Provider terminates Provider’s employment with UCP, other than due to Provider’s death or disability or pursuant to Section 4(d), without giving the required written notice of ninety (90) days, UCP’s damages shall be uncertain and difficult to ascertain and Provider shall pay to UCP on demand, as liquidated damages and not as a penalty, an amount equal to Enter daily damages $ amount per day for each day less than the required ninety (90) days of written notice of termination which UCP is terminatedentitled to receive. This Agreement may be terminated by either party (a) immediately shall terminate automatically upon notice the death of Provider. Notwithstanding anything in this Agreement to the other party in the event that the other party shall have materially failed contrary, UCP may immediately terminate Provider’s employment with UCP for cause by delivering written notice thereof to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeProvider. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination For purposes of this Agreement, “cause” shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orinclude, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver but not be limited to the Company all records and documents in its possession which relate to following: the Offering which are not designated as dealer copies. The Dealer Managersuspension, at its sole expensecurtailment, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunderrevocation, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this AgreementProvider’s license to practice in any state, regardless of the pendency of any appeal of such suspension, curtailment, or revocation; or the suspension, curtailment, or revocation of Provider’s Drug Enforcement Administration Registration number; or any occurrence caused by Provider that adversely impacts UCP’s or UCPC’s ability to xxxx third party insurance for Provider’s Services; or the revocation, suspension, termination, or non-renewal of the Provider’s privileges at any hospital in which Provider is required to practice to carry out Provider’s employment responsibilities; with the exceptions of (A) voluntary termination or non-renewal not under threat of disciplinary action, and (B) temporary suspension due to minor violations of administrative rules; or failure to qualify for malpractice or general liability insurance; or the imposition of any sanctions, including exclusion, suspension, or other limitation, relating to Provider’s Medicare or Medicaid participation, except to the extent the conduct giving rise to such sanction is directed by UCP; or any inappropriate behavior by Provider which could subject UCP or Provider to a claim for discrimination or harassment by current or former employees or patients; or any failure by Provider to follow and comply with any applicable policy, rule or regulation of UCP, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation UCP Department to which Provider is assigned, any site where Provider provides Services, UCPC or UC Health, provided that such failure has continued for at least thirty (30) days after Provider has received written notification of the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationfailure; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.or

Term and Termination. In any caseDate of Termination THIS ISG PARTICIPANT AGREEMENT SHALL ENTER INTO FORCE AS FROM THE DATE OF ITS EXECUTION BY THE PARTIES AND SHALL REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE DATE OF CESSATION OF THE ISG, if not sooner terminated(II) THE DATE OF THE PARTICIPANT’S RESIGNATION FROM THE ISG, (III) THE DATE OF THE REVOCATION OF THE INVITATION OR AUTHORIZATION OF THE CHAIRMAN OF THE ISG PURSUANT TO WHICH THE PARTICIPANT WAS AUTHORIZED TO ATTEND MEETINGS OF THE ISG, (IV) THE DATE OF RECEIPT OF A NOTICE OF TERMINATION SENT BY ETSI AT ITS DISCRETION IN THE EVENT THAT THE PARTICIPANT COMMITS A MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS ISG PARTICIPANT AGREEMENT (INCLUDING THE ETSI DIRECTIVES AND THE TERMS OF REFERENCE INCORPORATED BY REFERENCE PURSUANT TO ARTICLE 1.1 of this Agreement shall expire at ISG Participant Agreement) and fails to remedy the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party same within thirty (a30) immediately upon days after receiving notice to do so (hereinafter, the other party “Date of Termination”), and (v) the date of receipt by ETSI of an application sent by the Participant for full or associate membership in ETSI. For the purpose of determining the Date of Termination: the date and conditions of cessation of the ISG shall be decided by the Director-General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may resign from the ISG at any time by sending a notice of resignation to the Chairman of the ISG and the Director-General, and the date of the Participant’s resignation from the ISG shall be deemed to be the date of receipt of the notice of resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to attend meetings of the Participant by sending a notice of revocation to the Participant and the Director-General, and the date of the revocation shall be deemed to be the date of receipt of the notice of revocation by the Participant; and the notice of termination sent by ETSI in the event that of a material breach of its obligations by the other party Participant under this ISG Participant Agreement shall have materially failed be sent to comply with any material provision of this Agreement or if any the Chairman of the representationsISG and the Participant, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement receipt of the notice of termination shall be deemed suspended during to be the date of its receipt by the Participant. Effect of termination Upon occurrence of the Date of Termination, this ISG Participant Agreement shall automatically terminate and the Participant shall cease to attend meetings of the ISG, and shall no longer receive any period for which information as Participant of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federalISG, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or it being provided however that termination of this Agreement, ISG Participant Agreement for any reason: shall (a) promptly deposit be without prejudice to any rights or obligations which shall have accrued or become due prior to the Date of Termination and the Participant shall remain bound to duly perform and complete any and all funds obligations which shall have arisen out of or in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver connection with this ISG Participant Agreement prior to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies Date of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this AgreementTermination, including but not limited any transfer or license of intellectual property rights (or undertakings to any Distribution Fees, transfer or license intellectual property rights) pursuant to the requirements ETSI IPR Policy and Article 2 of that Section 5 at such times as such amounts become payable pursuant to this ISG Participant Agreement; shall not affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, which shall survive in full force and effect for a period of [five (5)] years after the Date of Termination; and shall not prejudice the rights or remedies which any party may have in respect of any breach of the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached this ISG Participant Agreement prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerDate of Termination.

Term and Termination. In any case▪ This Agreement shall be effective on the date hereof and shall continue, if not unless terminated sooner terminatedin accordance with Clause 2.4(b), until the Completion Date. ▪ Either Party may terminate this Agreement shall expire at upon notice in writing if: ▪ The other is in breach of any material obligation contained in this Agreement, which is not remedied (if the close same is capable of business on being remedied) within 30 days of written notice from the effective date that other Party so to do; or ▪ A voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the Offering other Party's assets or an undertaking or a resolution or petition to wind up the other Party is terminated. This Agreement may be terminated by passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party (a) immediately upon notice or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other party in the event that the other party shall have materially failed to comply with any material provision Party. ▪ Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or if liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Relationship of the representationsParties ▪ The Parties acknowledge and agree that the Services performed by the Service Provider, warrantiesits employees, covenants agents or agreements of such party contained herein sub-contractors shall not have been materially complied with be as an independent contractor and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, that nothing in this Agreement shall be deemed suspended during to constitute a partnership, joint venture, agency relationship or otherwise between the parties. Confidentiality ▪ Neither Party will use, copy, adapt, alter or part with possession of any period for information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds recipient can prove was in its possession at the date it was received or obtained or which were received the recipient obtains from investors some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the sale of Shares into the appropriate escrow account orrecipient. Notices ▪ Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, if the Minimum Offering has been reachedfirst class post, into such other account as the Company may designate; and (b) promptly deliver facsimile transmission or electronic mail to the Company all records and documents in its possession which relate to address of the Offering which are not designated other Party as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained specified in this Agreement shall prevent or any other address notified in writing to the Dealer Manager from disclosing other Party. Subject to any applicable local law provisions to the contrary, any such information communication shall be deemed to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay have been made to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurredother Party, accountable compensation to which if delivered by: ▪ First class post, 2 days from the Dealer Manager is date of posting; ▪ Hand or becomes entitled under Section 5 of this Agreementby facsimile transmission, including but not limited to any Distribution Fees, pursuant to on the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms date of such Section 5 without accelerationdelivery or transmission; providedand ▪ Electronic mail, however, that if when the Minimum Offering is not reached prior to Party sending such expiration or termination, the Company shall not pay any communication receives confirmation of such compensation and reimbursements to the Dealer Managerdelivery by electronic mail.

Term and Termination. In This Agreement commences when accepted by You and has an Initial Term of three (3) months. Upon expiration of the initial term and each subsequent term, this Agreement will automatically renew for successive renewal terms in equal duration to the initial term unless You terminate this Agreement by providing written notice to Finlocity at least 60 days prior to the end of the then-current term, or as otherwise stated below. Finlocity may terminate Your account and/or suspend Your access to the Services should You fail to comply with the terms and conditions contained in this Agreement or any other guidelines and rules published by Finlocity. Finlocity further reserves the right to terminate or suspend Your account with or without cause in Finlocity’s sole discretion without prior notice. Termination or suspension of Your account does not terminate this Agreement. Should Finlocity choose to terminate this Agreement, such termination does not constitute a waiver of any of Finlocity’s rights under this Agreement or under applicable law. APPLY ONLY TO USERS WHO ARE PRESENTERS Ownership Rights Each party retains any and all pre-existing right, title and interest in and to its website(s), trademarks, intellectual property, Your Content (in Your case), if not sooner terminatedthe Services (in the case of Finlocity), and all components thereof. Except as expressly set out herein, this Agreement shall expire not be construed in any manner as transferring or creating any rights of ownership of, or license to, the foregoing, and/or to the features or information therein. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in this Agreement. Finlocity does not independently confirm that all content is provided by a valid rights holder. In the event that Finlocity becomes aware that content has been provided by a person who is not a valid rights holder, Finlocity may, at its discretion, disable and/or terminate the close of business on publication. License to Content, Your Performance/Your Data You hereby grant Finlocity a non-transferable (except as provided herein), royalty-free, non-exclusive, worldwide license to perform such acts in connection with Your Content as is necessary to provide the effective date that the Offering is terminatedServices. This Agreement may be terminated by either party The foregoing license includes, without limitation, permission for Finlocity to: (a) immediately upon notice to the other party aggregate, display, transmit, distribute, copy in its original form or in the event that form of an encoded work, store, archive, modify, create derivative works of, or reproduce Your content and to perform such other acts with respect to Your content as are necessary from time to time to provide the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or Services; (b) use Your content and Your name, voice, likeness, persona and performance in connection with any webinars or other content that You post, provide or participate in, in connection with the Service; (c) offer or provide open access to Your content on 60 days’ written notice. In any eventor through the Site (or other website or service wholly-owned and/or operated by Finlocity) and/or sub-domains thereof; (d) grant sublicenses to Your Content to enable Your Content to be embedded and displayed on third party websites; (e) to distribute, this Agreement shall transmit, and/or display Your Content on the Site or via such technologies as are or may in the future be deemed suspended during any period for which the Dealer Manager’s license or registration supported by Finlocity from time to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additiontime including without limitation, the Dealer Managerinternet and/or wireless transmission; (f) display advertisements in connection with or alongside any display of Your Content. For the avoidance of doubt, upon the expiration parties expressly agree and acknowledge that the Services do not include any transfer of title to, or ownership of, any right or interest in Your content. Such license will survive termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision The term of this Agreement or if any will begin on the Effective Date and will continue through June 29, 2022 (the “Initial Term”), provided that Client shall have the sole right and option to extend the Term for each of three (3) successive two-year renewal periods upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the representationsthen current Term (each such renewal period, warrantiesa “Renewal Term” and collectively with the Initial Term, covenants or agreements the “Term”). Either Party may terminate this Agreement for a material breach by the other Party upon thirty (30) days written notice specifying in detail the nature of the breach, unless such party contained herein shall not have been materially complied with breach is cured within the thirty (30) day period; provided, however, for the avoidance of doubt and such without limitation, Company’s failure to comply deliver the Deliverables timely in accordance with the schedule set forth in Exhibit A (other than any failure to deliver that results from Company’s loss of Contingent Rights that is not cured remedied under Section 1.5 of this Agreement), and Client’s failure to provide payment of undisputed Fees in accordance with the schedule set forth in Exhibit B shall each constitute a material breach of this Agreement that requires cure within ten five (105) business days after the date of such occurrence or (b) on 60 days’ written notice. In any event, A Party’s right to terminate in accordance with this Agreement Section 3 shall be deemed suspended during any period for which the Dealer Managerin addition to all available remedies, including a Party’s license or registration right to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyseek equitable relief pursuant to Section 8.6. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, shall (a) promptly deposit for any reason, Client must immediately cease all uses of and destroy any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Licensed Data provided to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained Client by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if Client may retain (i) Licensed Data contained in an archived computer system back-up in accordance with security and/or disaster recovery procedures or in latent data, including deleted files and other non-logical data types such as memory dumps, swap files, temporary files, printer spool files and metadata that are not generally retrievable or accessible without the Minimum Offering is not reached prior to such expiration or terminationuse of specialized tools and techniques, the Company shall not pay any such compensation and reimbursements subject in each case to the Dealer Managerdestruction of such Licensed Data in due course and the inaccessibility of such Licensed Data for commercial purposes; and (ii) elements of Licensed Data incorporated into Derivative Works in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, nothing in this Section 3 shall affect Client’s rights to Derivative Works.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. 8.1 This Agreement may be terminated by either party (a) immediately upon notice any Party with respect to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement some or if any all of the representations, warranties, covenants Portfolios with or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten without cause on sixty (1060) days after the date of such occurrence or (b) on 60 days’ advance written notice. In 8.2 Notwithstanding any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination other provision of this Agreement, shall DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (a30) promptly deposit any and all funds in its possession which were received from investors for days’ prior written notice to the sale of Shares into the appropriate escrow account orCompany, if the Minimum Offering has been reached, into such other account as unless the Company may designate; and has cured such cause within thirty (b30) promptly deliver to days of receiving such notice, for any material breach by the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesof any representation, warranty, covenant or obligation hereunder. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing 8.3 Notwithstanding any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination other provision of this Agreement, the Company shall pay may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Dealer Manager all earned but unpaid compensation Adviser and reimbursement the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for all incurredany material breach by DFAS, accountable compensation to which the Dealer Manager is Adviser or becomes entitled under Section 5 the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, including but not limited the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Distribution Fees, pursuant Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms Contracts. 8.5 Notwithstanding any other provision of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or terminationthis Agreement, the Company shall may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not pay registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such compensation and reimbursements Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Dealer Manager.Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder, or if the Company reasonably believes that any such Portfolio may fail to satisfy such requirements and so notifies the Fund. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement within sixty (60) days of:

Term and Termination. In any caseThe term of this AFA is for the period starting and ending , if not sooner unless otherwise terminated, pursuant to the terms of this Agreement, by action of law, or amended pursuant to the provisions of this Agreement. LCWDB may, but is not obligated, to extend this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice written notification to the other party Subrecipient. Individual program dates will commence and end according to the requirements of the funding sources identified and incorporated in this Agreement. LCWDB reserves the event that the other party shall have materially failed right to comply with any material provision of unilaterally terminate this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written notice. In any event, LCWDB also reserves the right to unilaterally and immediately terminate this Agreement shall be deemed suspended during if it is determined, after an investigation by LCWDB, that the Subrecipient violated any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory federal or state agencylaw, regulation, policy, or guideline applicable to these funds, or misrepresented any of its assurances or certifications. In additionUpon termination, all finished or unfinished documents, data, studies, and reports or other material prepared by the Dealer ManagerSubrecipient under this Agreement, upon at the expiration or termination option of the LCWDB, shall AFA-SUBRECIPIENT PAGE 8 OF 31 become the property of the LCWDB. Should LCWDB not exercise this right, Subrecipient shall, at Subrecipient’s expense, provide proper storage and uphold the requirements as outlined in the Record Retention section of this Agreement. A Subrecipient may terminate this Agreement upon ninety (90) days’ written notice to the LCWDB. LCWDB reserves the right to terminate this Agreement at any time prior to the Subrecipient’s designated termination date. Upon early termination, the Subrecipient shall submit a final invoice to LCWDB no later than eighteen (a18) promptly deposit days after the Termination Date. The final invoice must include copies of all invoices for goods and services received for which payment is requested. If the Subrecipient fails to submit its final invoice within eighteen (18) calendar days of the Termination Date, LCWDB shall have no obligation to reimburse any amounts requested in the final invoice. Subrecipient expressly agrees that nonpayment of a final invoice by LCWDB due to its late submission of the final invoice shall not give rise to any claim or cause of action by Subrecipient for nonpayment of service rendered, and the Subrecipient hereby releases LCWDB, its directors, officers, agents, and employees from any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained claims by the Dealer Manager pursuant Subrecipient for nonpayment due to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerlate submission.

Term and Termination. In any caseThis Agreement shall commence on the Effective Date and terminate on 30 June 2021R 9 (“Initial Period”), subject to early termination hereof, or termination due to breach of contract. The Tenant shall have the option to renew this Lease for a further period by providing the Landlord with notice no less than 90 (ninety) days before termination of the Initial Period, upon the same terms and conditions as contained herein. The rental payable by the Tenant during the renewal period shall be as agreed between the parties at that time. On the expiry of the Initial Period, if the Tenant does not sooner terminatedvacate the Leased Premises, this Agreement the lease shall expire at continue to operate on a month to month basis, both parties being obliged and entitled to give the close other written notice of business on termination of the effective date that lease during the Offering further period, unless the lease is terminatedextended by agreement between the parties and reduced to writing. This Agreement Either party may be terminated terminate the lease agreement by either party (a) immediately upon notice to giving the other party at least 6 months’ written notice of such termination. Notwithstanding anything to the contrary herein contained, either party shall be entitled to forthwith terminate this Agreement at any time by addressing written notice to such counter-party should such counter-party: commit an act which is or would, if committed by a natural person, be an act of insolvency as defined in the event that Insolvency Act of 1936; or allow any judgment against it to remain unsatisfied for a period of 14 (FOURTEEN) days; or be provisionally or finally liquidated, removed from the Register of Companies or the like, or placed under judicial management whether provisionally or finally or take any steps for its voluntary winding up; or do anything which is intended to disparage or which in the reasonable opinion of the other parties disparages the services rendered by any party shall have materially failed to comply with any material provision in terms of this Agreement or the reputation of any party. RESTRICTED DATABASE OF SUPPLIERS The PPECB may terminate this agreement with immediate effect if any Landlord is listed on National Treasury’s database of restricted suppliers. INGOING AND OUTGOING INSPECTION The Landlord shall determine a reasonable inspection date, which must be within 14 days of the representationscommencement of the lease period, warrantiesto cause an inspection of the leased premises by both parties in the presence of each other, covenants during which a written schedule of the condition of the Leased Premises will be compiled by the parties. In the event that such an inspection does not occur, or agreements of such party contained herein shall not have been materially complied with and such failure to comply if a schedule is not cured within ten (10) days compiled, the Leased Premises will be deemed to be in good order and condition at the commencement of the Lease Period. The Landlord shall determine a reasonable inspection date to cause an outgoing inspection of the Leased Premises during which a written schedule of the condition of the Leased Premises will be compiled by the parties. These inspections will be held during the last week of occupation or on or after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerlease.

Term and Termination. In any case, if not sooner terminated, The “Term” of this Agreement shall expire will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be performed on the schedule described in the RFP; if the Services are not completed within such time, at the close written request of business YHI, the Term will be extended for six (6) additional months. Thereafter, the Term will renew to the extent the parties agree in writing on the effective date that the Offering is terminatedany such renewal. This Either party may terminate this Agreement may be terminated by either party (a) immediately upon notice to if the other party breaches any of its obligations hereunder and fails to cure such breach within seven (7) days after notice from the non-breaching party. YHI may terminate this Agreement, in whole or in part, in the event that the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other party shall have materially failed statute of any state relating to comply with any material provision of this Agreement insolvency or if any the protection of the representations, warranties, covenants rights or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within creditors. YHI may terminate any or all Services without any reason on at least ten (10) days after advance written notice. The parties understand that the date YHI is an independent body corporate and politic established by Idaho Code § 41-6101 et seq. According to Idaho law, YHI will be financially self-supporting and will not request any financial support from the State of such occurrence Idaho and will not have the power to tax or encumber assets of the State of Idaho. The obligations of YHI are not those of the State of Idaho. It is expressly understood and agreed that the obligation to proceed under this Agreement is conditioned upon YHI' s receipt of federal funds. YHI may terminate this Agreement pursuant if sufficient federal funds are not received as anticipated by YHI. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services prior to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (and any other applicable person or entity) of a release of all claims relating to YHI and the Services, and any certificates of originality or other documents required by YHI documenting its ownership of all Deliverables and IP Rights therein, (b) on 60 days’ written noticeContractor will immediately deliver to YHI or, if directed by YHI, to a third party, all work then in process, and (c) Contractor will provide reasonable assistance requested by YHI to transition each Project, including execution of documents, and to the extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in fact to execute such documents and assign such subcontracts). In any event, The obligations under the following Sections of this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or will survive termination of this AgreementAgreement for any reason whatsoever: 5, shall (a) promptly deposit any 7-14, 16-20, and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager23.

Term and Termination. In any caseThese GTC will remain in effect until terminated. Either party may terminate the Agreement for cause if the other is in material breach of the Agreement or, to the extent permitted by law, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party becomes insolvent or files or has filed against it a petition in bankruptcy, provided the event that one who is not in breach gives written notice (with the other party shall have materially failed termination date) and, when in INTESA’s discretion a material breach can be cured, a reasonable opportunity to cure. Should Supplier fail to comply with any obligations whatsoever undertaken, INTESA may request such compliance in writing. If Supplier fails to remedy such non-compliance within the period indicated by the request, the Agreement shall automatically terminate. In this event, INTESA is under no obligation to make any payment for the services performed. INTESA likewise reserves the right to return to Supplier all the components delivered under the PO and to obtain reimbursement of the amount paid to Supplier under the PO, or to withhold said components with payment to Supplier of a sum to be agreed in line with the Price indicated in the PO. In addition to the liquidated damages provided for in the PO, IBM at all events reserves the right to request compensation for any damage it may have suffered. Supplier’s breach (or IBM’s reasonable belief that Supplier has breached or is likely to breach) of the Ethical Dealings provision of these GTC constitutes a material provision breach of this Agreement and, in such event INTESA may terminate this Agreement immediately on written notice to Supplier, without any liability to INTESA. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees. INTESA may, upon written notice to Supplier, terminate a PO i) for cause upon material breach by Supplier or if any ii) without cause, in each case with termination effective on the date set forth in the notice. Upon termination, in accordance with INTESA’s written direction, Supplier will cease work under the relevant PO and deliver to INTESA, among other things, all Deliverables completed as of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticetermination and all works in progress. In any event, this Agreement shall be deemed suspended during any period for which derogation of art. 1671 of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer ManagerCivil Code, upon the expiration or termination of this Agreementwithout cause, shall (a) promptly deposit any and all funds in its possession which were received from investors INTESA will compensate Supplier only for the sale actual and reasonable expenses incurred by Supplier for work in process up to and including the date of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated,  Either party may terminate this Agreement shall expire at the close any time for any reason by sending written notice of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice termination to the other party in at the event that address for such party specified herein. In the other party shall have materially failed to comply with any material provision case of termination of this Agreement or if by Grower, such notice of termination must include Grower’s full name and address.  If Grower violates the terms of this Agreement, in addition to other remedies available to Syngenta and any owner of the representationsPatents listed above, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure Grower may forfeit any right to comply is not cured within ten (10) days after obtain a license to the date of such occurrence or (b) on 60 days’ written noticeLicensed Technologies in the future. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or  Upon termination of this Agreement, shall Grower will no longer have a right to use Seed Products or Licensed Technologies, however, Grower’s obligations (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to the above Grower Responsibilities) and Syngenta’s rights that arose under this Agreement prior to termination will continue in effect. GENERAL PROVISIONS • Grower understands that grain harvested from corn hybrids containing Agrisure Technologies, YieldGard VT Pro Technologies and Herculex Technologies, or soybean varieties containing the Genuity RR2Y Technology, RR2 Xtend Technology, LibertyLink Technology, or E3 Technology may not be fully approved for all grain exports markets. For more information on Grower’s grain marketing options, go to xxx.xxxxxxxxxxxxxx.xxx. • Grower’s rights may not be transferred to any Distribution Feesother person or entity without the prior written consent of Syngenta. Any such attempted assignment is void. • If any provision(s) of this Agreement is determined to be void or unenforceable, pursuant the remaining provisions shall remain in full force and effect. • Grower consents to Syngenta, its representatives and the representatives of any owner of the Patents listed above: (i) entering upon Grower’s land where the Licensed Technologies have been planted in prior years or are growing as well as the refuge area for purposes of examining the land, examining Grower’s crop, taking samples thereof and testing such samples; (ii) reviewing the Farm Service Agency crop reporting information, including Forms 578 and corresponding aerial photographs; and (iii) obtaining copies of invoices of Grower seed and chemical transactions from Grower’s seed and/or chemical dealer. • Grower agrees that Syngenta and any owners of the Patents shall be entitled to recover any costs or expenses, including reasonable attorneys fees, incurred in enforcing its or their rights under this Agreement. • The failure of Syngenta or any owners of Patents to exercise one or more of its or their rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of Syngenta or such Patent owner to exercise such right(s) on one or more subsequent occasions. • Grower agrees that, should any GROWER INFORMATION provided above change, Grower will promptly provide Syngenta with Grower’s updated information at the Syngenta address provided above. LIMITATIONS OF WARRANTIES AND REMEDIES Syngenta makes no warranty with regard to the requirements Seed Products or Licensed Technologies except as set forth on the label of that Section 5 at such times as such amounts become payable pursuant the packaging of each unit of Seed Product containing the Licensed Technologies. This warranty applies only to the terms Licensed Technologies contained in Seed Products that have been purchased from Syngenta, seed companies licensed by Syngenta, or their authorized dealers or distributors. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY PATENTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THIS WARRANTY IS VOID IF THE SEED PRODUCT IS TREATED OR REPACKAGED BY ANY PARTY OTHER THAN SYNGENTA. TO THE EXTENT PERMITTED BY STATE AND FEDERAL SEED LAWS ALL SEED PRODUCT SOLD BY SYNGENTA IS SOLD AS IS. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE LABEL OF THE PACKAGING OF EACH UNIT OF SEED PRODUCT. Syngenta must have prompt notice of any claim arising from the Seed Products or Licensed Technologies so that an immediate inspection of any allegedly affected Seed Product or crop can be made. Grower has thirty (30) days from discovery of a condition that may lead to a claim to report such Section 5 without acceleration; providedcondition to Syngenta. Grower acknowledges that time is of the essence in reporting a condition, howeverand that Syngenta would be prejudiced if unable to inspect the condition in a timely manner, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay Reporting any such compensation condition within thirty (30) days of discovery is a condition precedent to any claim against Syngenta arising from such condition. All claims must be filed within one year from the date the Seed Product was acquired by Grower or the claim is barred. GROWER’S EXCLUSIVE REMEDY AND SYNGENTA’S SOLE LIABILITY FOR ANY CLAIM OR LOSS, INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, SHALL BE LIMITED TO REPAYMENT OF THE AMOUNT OF THE PURCHASE OR LICENSE PRICE OF THE SEED PRODUCT. IN NO EVENT SHALL SYNGENTA, ITS DISTRIBUTORS, OR DEALERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIRD PARTY TRAIT PROVIDERS / INTENDED BENEFICIARIES Grower acknowledges and reimbursements agrees that this Agreement is entered into for the benefit of third party trait providers (e.g., Dow AgroSciences, Bayer CropScience and Monsanto Company), to the Dealer Managerextent their Licensed Technologies are contained in any Seed Products used by Grower. Grower further acknowledges and agrees these third party trait providers are intended third party beneficiaries of this Agreement entitled to enforce its provisions, as they may pertain to their respective traits, against Grower including maintaining legal actions directly against Growers for breach of this Agreement including, but not limited to, breach of the Grower Responsibilities section.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at Either BNY Mellon or You may terminate these Terms and Conditions and the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party Electronic Access upon thirty (a30) immediately upon days’ written notice to the other party in party. In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the other Data Terms Web Site, the non-breaching party shall have materially failed may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to comply with any material provision of this Agreement or the breaching party if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within breach remains uncured after ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which notice of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver breach is sent to the Company all records breaching party. BNY Mellon may immediately terminate access through an Authorized User’s user-id and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Managerpassword and may, at its sole expensediscretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access. BNY Mellon may make and retain copies terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a BNY Mellon Supplier, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services. Promptly upon receiving or giving notice of termination, You will notify all such records and documents required Users of the effective date of the termination. Upon termination of Your access to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws Electronic Access, You shall return of manuals, documentation, workflow descriptions and the rules like that are in Your possession or under Your control and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Managersecurity identification devices. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer Reliance, Disclaimers, Limitation of management Liability Indemnification and confidentiality provisions of the Offering to a party designated by Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the Company. Upon expiration or termination of this Agreement, these Terms and Conditions. You represent and warrant to BNY Mellon that these Terms and Conditions and the Company shall pay to the Dealer Manager all earned but unpaid compensation indemnity contained herein have been duly authorized and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, howeveraccepted, that if You have full authority to enter into these Terms and Conditions, both for the Minimum Offering is not reached prior entities at Schedule A and for any affiliate with Electronic Access, and that these Terms and Conditions constitute a binding obligation enforceable in accordance with its terms. SCHEDULE A to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.APPENDIX I Affiliates of Client

Term and Termination. In any case, if not sooner terminatedSubject to Clauses 21 to 24.1.6, this Agreement Licence shall commence upon the Start Date of the Order, and shall continue, unless terminated earlier in accordance with this Clause 10, until the expiry of the Subscription Period. The Institution shall have the right to terminate this Licence during the Subscription Period, by giving not less than 60 (sixty) days’ written notice to the Publisher, such notice to expire on at the close end of business on the effective date that relevant Subscription Year. The Institution may cancel any Licensed Products with effect for any following Subscription Year by giving notice to the Offering is terminatedPublisher at any time up to and including 2 months prior to the end of any Subscription Year and the Publisher shall reduce the Licence Fee for each following Subscription Year by a fair and reasonable amount to reflect the Licensed Products cancelled. This Agreement The Institution may be terminated substitute products as part of their Licensed Products with other titles in the [insert product name] up to an equal value as those substituted by giving notice to the Publisher at any time up to and including 2 months prior to the end of any Subscription Year.. Without affecting any other right or remedy available to it, either party (a) immediately upon may terminate this Licence with immediate effect by giving written notice to the other party in the event that if: the other party shall have materially failed becomes insolvent, admits insolvency or a general inability to comply with pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; the other party commits a material provision or persistent breach of any term of this Agreement or Licence which breach is irremediable or, if any such breach is remediable, fails to remedy that breach within a period of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten sixty (1060) days after being notified in writing to do so. Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of Clause 11.1.37 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of such occurrence Clause 11.1.26 (Restrictions) or Clause 12.9 (bResponsibility of Institution) on 60 days’ written noticeand fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. In any event, this Agreement For the avoidance of doubt the Institution shall not be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination in breach of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for Licence on the sale grounds that an act of Shares into the appropriate escrow account oran Authorised User, if carried out by the Minimum Offering has Institution, would have been reacheda breach of this Licence, into such other account as the Company may designate; and (b) promptly deliver without prejudice to any express obligations applicable to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in Institution under this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerLicence.

Term and Termination. In any case, if not sooner terminated, this This License Agreement shall commence the date of execution of this License Agreement and expire December 31, 2025 (the “License Term”). Either party may terminate this License Agreement at any time upon six (6) months’ notice in writing to the close of business on other. NLGI shall have the effective date that the Offering is terminated. This right to immediately terminate this License Agreement may be terminated by either party giving written notice to Applicant: (a) immediately upon notice to the other party in the event that the other party shall have materially failed Applicant’s failure to comply with any material provision of this Agreement or if any of the representationsprovisions hereof or any requirement set forth in Form HPM01 HPM Trademark Licensing and Branded Product Certification Procedures, warrantiesincluding, covenants or agreements without limitation, completion of such party contained herein shall not have been materially complied with and such required documentation in an accurate manner; (b) upon Applicant’s failure to comply is not cured pay any fee required by this License Agreement within ten (10) business days after the date of such occurrence receiving a delinquency notice; or (bc) on 60 days’ written noticeif Applicant takes any action in connection with the manufacture, offering for sale, advertising, promotion, shipment, and/or distribution of any product which, in the opinion of a reasonable person, damages or reflects adversely upon NLGI or the Licensed Trademarks. If Applicant files a petition in bankruptcy, or is adjudicated bankrupt, or if a petition in bankruptcy is filed against Applicant, or if it becomes insolvent, or makes an assignment for the benefit of its creditor or makes an arrangement pursuant to any bankruptcy law, or if Applicant discontinues all or a significant portion of its business, or if a receiver is appointed for it or its business, this License Agreement shall automatically terminate without any notice or lapse of time being necessary. In the event the License Agreement is so terminated, Applicant, its receivers, representatives, trustees, agents, administrators, successors, and assigns shall have no right to sell, exploit, distribute, or in any eventway use the Licensed Trademarks or any carton, container, packing, wrapping material, advertising, promotional, or display material bearing same. Termination of this License Agreement under this Article 7 shall be deemed suspended during without prejudice to any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyrights that NLGI may otherwise have against Applicant. In addition, the Dealer Manager, upon the expiration or Upon termination of this License Agreement, shall all fees due (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant according to the terms of such Section 5 without accelerationArticle 3 hereof) shall become immediately due and payable. Upon termination or expiration, Applicant shall promptly provide NLGI with an inventory of Registered Branded Products bearing the Licensed Trademarks on hand, and Applicant shall have three (3) months from the termination or expiration date within which to sell or otherwise dispose of that inventory (“Sell-Off Period”); providedand thereafter Applicant shall promptly discontinue the sale of Registered Branded Products bearing the Licensed Trademarks. At the end of the Sell-Off Period or upon termination of this License Agreement under Paragraph 7.3 or 7.4, howeverApplicant shall promptly destroy, that if in a manner approved by NLGI, all literature, advertising copy, and packaging bearing the Minimum Offering is not reached prior Licensed Trademarks. If Applicant fails to such expiration or timely discontinue use of the Licensed Trademarks as required hereunder, Applicant shall be responsible for all fees (including reasonable attorney’s fee), costs and expenses NLGI shall incur to compel Applicant’s compliance. Upon termination, the Company Applicant shall not pay be entitled to a refund of any such compensation portion of the fees previously paid. Applicant acknowledges and reimbursements agrees that NLGI would be irreparably harmed by any breach of this License Agreement and that monetary relief would be inadequate to compensate NLGI for the Dealer Managerbreach. Accordingly, if NLGI shows that Applicant breached or threatened to breach this License Agreement, Applicant acknowledges and agrees that NLGI will be entitled to injunctive relief in addition to monetary relief against Applicant. NLGI will not have to post bond or prove actual damages.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designatedesignate except that all funds from investors in states in which a Higher Minimum Offering applies will be transmitted to the escrow agent for deposit into the escrow account until the Higher Minimum Offering has been achieved; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Higher Minimum Offering is not reached prior to such the expiration or terminationtermination of this Dealer Manager Agreement, the Company shall not pay any such compensation compensation, and reimbursements to the Dealer ManagerManager with respect to subscriptions from investors in those states where the Higher Minimum Offering was not achieved.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s trustees who are not “interested persons,” as defined in the 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Fund, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written noticenotice to the Managing Dealer or the Adviser. In any eventThis Agreement will automatically terminate in the event of its assignment, this Agreement shall be deemed suspended during any period for which as defined in the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency1940 Act. In addition, the Dealer Manager, upon the Upon expiration or termination of this Agreement, and except as set forth below, prior to the fifteen-month anniversary of the date hereof, the Fund shall (a) promptly deposit pay to the Managing Dealer any remaining balance of the Managing Dealer Fee not yet paid at such time and reimbursement for all funds accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its possession which were received prorated Managing Dealer Fee through such termination date, offset by any losses suffered by the Fund or any officer or trustee of the Fund arising from investors for the sale Managing Dealer’s breach of Shares into this Agreement or an action that would otherwise give rise to an indemnification claim against the appropriate escrow account orManaging Dealer under Section 4.b. herein. Upon termination, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) Managing Dealer shall promptly deliver to the Company Fund all records and documents in its possession which that relate to the Offering which are not designated other than as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required by law to be retained by the Managing Dealer. Managing Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company Fund to accomplish any an orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerFund.

Term and Termination. In any case, if not sooner terminated, this This Card Services Agreement shall expire at the close remain in full force and effect for an initial term of business on the effective date that the Offering is terminatedthree (1) year . This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Card Services Agreement shall be deemed suspended during automatically extended for successive one (1) month periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Card Services Agreement or a portion thereof at least 30 days prior to the expiration of the initial term or any period for extension or renewals thereof, in which case this Card Services Agreement will terminate at the Dealer Manager’s license or registration to act as a broker dealer end of the then‐ current term. Merchant shall be revoked or suspended by any federalpermitted to terminate this Card Services Agreement with no penalty Notwithstanding the foregoing, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination if Merchant provides Global with written notice within forty‐five (45) days of Merchant's execution of this AgreementCard Services Agreement that it wishes to terminate this Card Services Agreement immediately, Merchant shall (a) promptly deposit any and all funds in its possession which were received from investors not be responsible for the sale payment of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelinesabove‐ referenced amount(s), but shall keep be responsible for compliance with all such information confidential; provided, that, nothing contained other terms and conditions set forth in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Card Service Agreement, including but not limited to any Distribution Fees, pursuant payment for all fees incurred prior to the requirements termination of this Card Services Agreement. Notwithstanding the foregoing, Global Direct may terminate this Card Services Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the Merchant's terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement. In the event that Section 5 at such times as such amounts become payable pursuant to Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty (30) days of such Section 5 without acceleration; providednotice. Failure to remedy such a breach shall make this Card Services Agreement terminable, howeverat the option of the Merchant, at the end of such thirty (30) day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that if is accepted by Global Direct and Member or by a designated depository after the Minimum Offering is effective date of termination will be returned to Merchant and will not reached be credited (or debited) to merchant's account(s). If the deposit has already been posted to Merchant's account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Card Services Agreement shall not affect Merchant's obligations which have accrued prior to such expiration termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks even if such chargebacks come in after termination. In the Company shall event of termination, all equipment leased from Global Direct (but not pay from any such compensation other leasing agent), including but not limited to imprinters, terminals, and reimbursements printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to the Dealer ManagerGlobal Direct at Merchant's expense.

Term and Termination. In Unless otherwise agreed in an Order, Peak-Ryzex shall provide Maintenance Services to Customer on a 12- month annual basis (the “Term”) upon payment in full for all Maintenance Services fees for the Term. The initial Term for the Maintenance Services shall commence following the expiration of any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date warranty period that the Offering is terminated. This Agreement may be terminated by specified in the Order (the “Initial Term”). After the Initial Term, each Order shall automatically continue for successive one (1) year Terms (“Renewal Term”) unless either party provides the other with written notice of its intent to terminate the Order at least thirty (a30) immediately days prior to the expiration of the Initial Term or any Renewal Term. Prior to the commencement of a Renewal Term, Peak-Ryzex may invoice the Customer for the cost of the Services to be provided hereunder for the following Renewal Term. If Customer does not pay such renewal invoice in the manner agreed upon for payment as set forth in Section 6, then Peak-Ryzex may terminate the Order immediately, and Customer shall pay Peak-Ryzex for Maintenance Services rendered through the date of termination at Peak-Ryzex’s then-current applicable rates. Customer may add Hardware to Maintenance Services by signing Peak-Ryzex’s Order which may be in the form of a Peak-Ryzex quote or Peak-Ryzex’s Equipment Add Form. The term for any Hardware added under Maintenance Services during the Term shall be coterminous with the expiration of the current Term. Customer may remove any Hardware from the Maintenance Services by providing written notice to Peak-Ryzex within thirty (30) days of the other commencement of the Term. Either party may terminate an Order in the event that the other a party shall have materially failed to comply with any commits a material provision breach of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with Attachment and such failure to comply breach is not cured within ten thirty (1030) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerbreaching party.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at will commence on the close of business on date that You click the “Accept” button (unless a different effective date is specified in the Order Form in which case the effective date that in the Offering is terminated. This Agreement may be Order Form will apply as the start date for the Agreement) and will remain in effect for the period for which You have paid for the Services (“Term”), unless earlier terminated by either party You or Actian as provided below in this Section. If You are accessing trial or beta versions of the Service under Section 1 above, the Term will automatically terminate at the end of the applicable trial or beta period specified by Actian, or if no trial or beta period is specified by Actian, then thirty (30) days from the date that You click the “Accept” button. You may terminate this Agreement at any time with at least thirty (30) days prior written notice. However, in the case of such termination by You, all Fees paid by You under this Agreement are nonrefundable, including, but not limited to, any portion of fees paid in advance by You for the Services. Also, such termination by You shall not relieve You of Your obligation to pay any Fees accrued or payable to Actian relating to the Services prior to the effective date of termination, and You shall immediately pay to Actian all such Fees upon the effective date of termination. Without limiting any other remedies available to it, Actian may immediately suspend access to the Services and/or terminate this Agreement if: (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with You breach any material provision of this Agreement or that, (if any it is capable of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply being cured) is not cured within ten fifteen (1015) days after the date of such occurrence or from written notice to You; (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period Actian determines that Your actions are likely to cause legal liability for which Actian or its suppliers and other customers; c) Your use of the Dealer Manager’s license Services disrupts or registration to act as poses a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver security risk to the Company all records and documents in its possession which relate to Services or any other customer or may harm the Offering which CSV network or Actian’s network; (d) You are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies using the Services for fraudulent or illegal activities; (e) Actian’s continued provision of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering Services is prohibited by applicable law; or (f) CSV terminates its agreement to a party designated by provide Actian the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerCSV services.

Term and Termination. In any caseThis Agreement commences on the Effective Date and shall continue in force until the earlier of: completion of final Clinical Study Report and the final payment under this Agreement; or early termination in accordance with clauses 12.2, if not sooner terminated, 12.3 or 12.5 of this Agreement; Each Party may terminate this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon written notice to the other party Parties with immediate effect in the event following events: if the approval by the Ethics Committee in charge of the Clinical Trial is not granted or irrevocably revoked; if it can be reasonably concluded that the other party shall have materially failed Clinical Trial must be terminated in the interests of the health of the Clinical Trial Subjects; If it becomes apparent, following confirmation of the Ethics Committee or the Independent Committee, that continuation of the Clinical Trial cannot serve a scientific purpose, and this is notified to the Ethics Committee; if the Sponsor and/or the Institution and/or the Principal Investigator become or are declared insolvent or a petition in bankruptcy has been filed against it or if one of them is dissolved; if circumstances beyond a Party’s control occur that render continuation of the Clinical Trial unreasonable as outlined in Clause 16; if one of the Parties fails to comply with any material provision the obligations arising from the Agreement and, if capable of this Agreement or if any remedy, is not remedied within 30 days after receipt of written notice from the representationsother Party specifying the non-compliance and requiring its remedy, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such unless failure to comply is not cured within ten (10) days after in reasonable proportion to the date premature termination of such occurrence or (b) on 60 days’ written noticethe Clinical Trial. In any event, Sponsor and/or CRO may terminate this Agreement shall be deemed suspended during any period if the Principal Investigator is no longer able (for which the Dealer Manager’s license or registration whatever reason) to act as a broker dealer shall be revoked or suspended by any federalPrincipal Investigator and no mutually acceptable replacement has been found in accordance with Clause 2.3, self-regulatory or state agencyprovided that the Sponsor will not unreasonably withhold its approval of the proposed replacement of Principal Investigator. In additionall circumstances causing the early termination of this Agreement pursuant to clauses 12.2 or 12.3 above, the Dealer Manager, upon Sponsor shall confer with the expiration Principal Investigator and use their best endeavours to minimise any inconvenience or harm to Clinical Trial Subjects caused by the premature termination of the Clinical Trial. Parties agree that in case of early termination of this Agreement, shall (a) promptly deposit any they will in good faith make arrangements concerning the continuation of the treatment of the enrolled patients if such is in their medical best interest. Up until a Clinical Trial Subject has signed the ICF, Sponsor and/or CRO may terminate this Agreement upon written notification to the Principal Investigator and all funds the Institution, with immediate effect, in its possession which were received from investors the following events: for lack of recruitment at the sale Trial Site in case the Clinical Trial is conducted at one Site only; or in case of Shares into the appropriate escrow account ora multicentre trial, if termination at the Minimum Offering has been reachedTrial Site does not affect performance of the Protocol. Upon notice of termination of this Agreement, into such other account as the Company may designate; Site Parties will not recruit and/or enroll additional Clinical Trial subjects, and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to will cooperate with the Company to accomplish any Sponsor in the orderly transfer of management discontinuation of the Offering Clinical Trial, including, without limitation, discontinuing Investigational Product as soon as medically appropriate, allowing Sponsor and/or CRO access to a party designated records and facilities as required for Clinical Trial close-out procedures at mutually agreed times, and requiring Principal Investigator to complete any actions required by the Companyrole Principal Investigator. Upon expiration or In case of early termination of this Agreement, the Company financial provisions of 13.3 and 13.4 shall pay apply. At close-out of the Trial Site following termination or expiration of this Agreement the Parties shall upon request immediately deliver to the Dealer Manager other Party all earned but unpaid compensation and reimbursement Confidential Information, except for all incurred, accountable compensation copies to which be retained in order to comply with Institution’s archiving obligations or for evidential purposes. Furthermore the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant Site Parties shall immediately deliver to the requirements of that Section 5 at such times as such amounts become payable Sponsor any equipment provided to them pursuant to the terms and conditions of such Section 5 Annex 5. Termination of this Agreement will be without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements prejudice to the Dealer Manageraccrued rights and liabilities of the Parties under this Agreement.

Term and Termination. In a) The coming into force of this AGREEMENT shall be conditional (aufschiebende Bedingung) upon KREUSSLER having successfully terminated the currently existing conflicting Licensing and Distribution Agreement for the PRODUCT(S) in the TERRITORY between KREUSSLER and a third party distributor (the “CONFLICTING AGREEMENT”), with no ongoing obligation to such third party that could become a liability for LICENSEE (the “SUCCESSFUL TRANSITION DATE”). KREUSSLER shall use best commercially reasonable efforts to terminate such agreement within ninety (90) days of the EFFECTIVE DATE and to inform the LICENSEE of such termination without delay. Without prejudice to the general secrecy obligations set forth in Article IX, each party undertakes to keep strictly confidential and not to communicate in any caseform to any third party, if not sooner terminatedthe negotiation, execution and existence of this Agreement AGREEMENT until the SUCCESSFUL TRANSITION DATE has occured. Once it has come into force this AGREEMENT shall expire at run for twelve (12) years from the close of business day on which the effective date that first REGISTRATION has been granted for the Offering is terminatedfirst PRODUCT in the TERRITORY (herein defined as INITIAL TERM). This Agreement may AGREEMENT shall automatically be terminated by renewed for further periods of three (3) years, subject to the provisions concerning the achievement of the minimum annual purchase volumes, unless either party (a) immediately upon serves written notice to the other party in informing it of its decision to terminate this AGREEMENT at least eleven (11) months prior to the event expiration of the INITIAL TERM or any subsequent term. The foregoing notwithstanding, the SUCCESSFUL TRANSITION DATE, shall only be deemed to have occurred upon written notice by KREUSSLER to LICENSEE that the other party shall have materially failed to comply CONFLICTING AGREEMENT has been terminated, with any material provision no ongoing obligation or liability that could be incurred by LICENSEE as the result of this Agreement or if any such termination. Written notice by KREUSSLER of the representations, warranties, covenants or agreements occurrence of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement SUCCESSFUL TRANSITION DATE shall be deemed suspended during any period for which the Dealer Manager’s license a representation and warranty by KREUSSLER that such required termination is valid and that no ongoing obligation or registration to act as a broker dealer shall liability could be revoked or suspended incurred by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account LICENSEE as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms result of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this The term of the Agreement shall expire at the close commences as of business on the effective date set forth in the Order Form and shall continue for an initial term of one year or such other term as specified in the Order Form (“Initial Term”). Unless otherwise stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) unless either party has notified the other in writing at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable, that the Offering is terminatedAgreement shall not be renewed. This Either party may terminate the Agreement may be terminated by either party upon written notice if the other party: (a) immediately upon breaches any material term or condition of the Agreement and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party (for which no cure period shall apply), fails to cure the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of business; or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on written notice to the other party Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a termination by Moody’s pursuant to the preceding sentence, or a termination by Client for Moody’s uncured material breach under this Section 9, Client shall be entitled to a refund of any fees prepaid to Moody’s for the affected Information in respect of the period after termination. At the termination or expiration of the Agreement for any reason, and except for any post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information under such Order Form and promptly purge all Information provided under such Order Form that the other party has been stored in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client shall have materially failed the right to comply retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained from the Information and made in conformity with any material provision the license granted in Section 11 of this Agreement or if any these Terms; and (ii) portions of the representationsInformation that constitute electronic data that is generally inaccessible or that has been stored on Client’s backup systems in the ordinary course of business as part of standard backup procedures, warrantiesbut only to the extent that such data is only accessible by person(s) whose function is primarily information technology, covenants or agreements and provided that such person(s) only have limited access to such data to enable the performance of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyinformation technology duties. In addition, Client may retain one copy of any such data from the Dealer ManagerInformation as is necessary to comply with applicable audit, upon the expiration legal or termination of this Agreementregulatory requirements, shall professional obligations and standards and internal document retention policies, provided any such data may only be accessed for such purposes and may not be used for any other purpose whatsoever (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelinesincluding, but shall keep all such information confidential; providednot limited to, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companycommercial purpose). Upon expiration or termination of this Agreementthe Agreement for any reason, the Company all provisions but Sections 3, 11 and 13 of these Terms shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managersurvive.

Term and Termination. In any caseThe initial term of this agreement time to time we may make certain products and services that are shall begin January 1, if not sooner terminated2013 and expire on December 31, this Agreement shall expire at 2017. Unless designed to detect and/or deter payment system fraud available to you. a shorter period of notice is provided in the close terms and conditions for the While no product or service will be completely effective, we believe that relevant service or we mutually agree to a shorter period of business on notice, the effective date that the Offering is terminatedproducts and services we offer will reduce the likelihood of certain agreement will continue in effect until either you or we give 90 calendar types of fraudulent transactions occurring in your accounts. This Agreement may be terminated by either party (a) immediately upon As a result, days' prior written notice of termination to the other party in the event party. Any such you agree that the other party shall have materially failed if you fail to comply with any material provision of this Agreement or if implement any of these products or services termination may be for the representations, warranties, covenants entire agreement or agreements of such party contained herein shall not have been materially complied for a particular service. as presented to you with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall (a)you will be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. precluded from In addition, we may terminate this agreement or any service asserting any claims against us with respect to any unauthorized, immediately and without giving you prior written notice if(a)you violate altered, counterfeit or other fraudulent transactions occurring in your this agreement, (b)any representation or warranty you make to us fails accounts that the Dealer Managerproduct or service was designed to detect or deter, upon to be true and correct in any material respect, (c)we believe in good (b)we will not be required to recredit your accounts or otherwise have faith that there has been a material adverse change in your financial or any liability for such transactions, and(c)to the expiration or termination of this Agreementextent permitted by law, shall business condition, (a) promptly deposit any and all funds in its possession which were received from investors d)you make a general assignment for the sale benefit of Shares into the appropriate escrow account oryou will be responsible for any loss or expense (including, if the Minimum Offering has been reachedwithout creditors or become a debtor in any bankruptcy or other insolvency or limitation, into such other account as the Company may designate; and (b) promptly deliver reasonable attorneys' fees to the Company all records and documents extent permitted by law) liquidation proceeding, (e)we determine that changes in its possession which relate applicable relating in any way to such transactions, so long as we otherwise laws, regulations, clearing house rules or funds transfer system rules satisfied our duty of care with respect to the Offering which are not designated as dealer copiesother aspects of such have made it impracticable for us to perform under the agreement transactions. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required generally or with respect to be retained by the Dealer Manager pursuant to a particular service or (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management f)any of the Offering to a party designated by the Companycircumstances described in clause (g) or (h) of Section 8 of these 16. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close remain in full force and effect for an initial term of business on the effective date that the Offering is terminatedthree (3) years. This Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be terminated by either party (a) immediately upon amended, unless Merchant gives written notice of termination as to the other party entire Agreement or a portion thereof at least 60 days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Agreement will terminate at the event that end of the other party shall have materially failed to comply with any material provision of then-current term. Notwithstanding the foregoing, Global Direct may terminate this Agreement or if any of the representationsportion thereof upon written notice to Merchant. Furthermore, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, Global Direct may terminate this Agreement shall be deemed suspended during at any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by time without notice upon Merchant's default in performing under any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination provision of this Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, or to any activity where the card is not physically present and swiped through the Merchant’s terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, or in the event Global Direct reasonably deems itself insecure in continuing this Agreement. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make this Agreement terminable, at the option of the Merchant, at the end of such 30 day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (aor debited) promptly to its account(s). If the deposit any has already been posted to Merchant's account(s), said posting will be reversed and all funds in its possession the deposit returned to Merchant. Termination of this Agreement shall not affect Merchant’s obligations which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver have accrued prior to the Company all records and documents in its possession termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to charge backs even if such charge backs come in after termination. In the Offering which are event of termination, all equipment leased from Global Direct (but not designated as dealer copiesfrom any other leasing agent), including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global at Merchant's expense. The Dealer ManagerNotwithstanding the foregoing, if within forty-five (45) days of Merchant’s execution of this Agreement Merchant both provides NAB or Global with written notice that it wishes to terminate this Agreement immediately and, if applicable, returns to Global, or anyone acting on Global Direct or Member’s behalf, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained Merchant’s expense any free terminals Merchant received in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate connection with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company Merchant shall pay to the Dealer Manager be responsible for compliance with all earned but unpaid compensation other terms and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of conditions set forth in this Agreement, including but not limited to any Distribution Fees, pursuant payment for all fees incurred prior to the requirements termination of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerthis Agreement.

Term and Termination. In any caseThe term of this Agreement is specified in Exhibit A (“Term”). Upon the completion of the current term, if not sooner terminatedwhether the original or a renewed term, this Agreement shall expire at automatically renew for a successive term equal to the close length of business on the effective date that the Offering is terminated. This Agreement may be terminated by initial term, unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the end of the then current term. Upon the first day of any renewed term of this Agreement, the annualized rate stated in this contract along with any additional purchases made since last renewal, plus a 5% increase, will prevail. Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of (a) immediately upon notice to a material breach of this Agreement by the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured remedied within ten twenty-one (1021) days after the date breaching party’s receipt of written notice of such occurrence breach; or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period the other party’s making of an assignment for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additionbenefit of its creditors, the Dealer Managerfiling by the other party or its creditors of a voluntary or involuntary petition under any bankruptcy or insolvency law, upon under the expiration reorganization or termination arrangement provisions of this Agreementthe United States Bankruptcy Code or under the provisions of any law of like import, shall (a) promptly deposit any and all funds in its possession which were received from investors or the appointment of a trustee or receiver for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in party or its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidentialproperty; provided, thathowever, nothing contained in this Agreement that Licensee’s failure to make payment when due or Licensee’s breach of its restrictions on the use of information obtained from the Database shall prevent be grounds, at Licensor’s discretion, for immediate termination by Licensor without further liability or suspension of Licensee’s access to the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use Database until Licensee has cured its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Companybreach. Upon expiration or termination of this Agreementlicense, the Company shall pay Licensee agrees that Licensee’s access to the Dealer Manager Database will be automatically terminated, all earned but unpaid compensation passwords and reimbursement for individual accounts will be removed, and all incurredinformation that has been uploaded into Licensor’s systems by Licensee may be destroyed. Excel download capability will be turned off 30 days prior to the end of the contractual term unless an agreement has been signed to extend the term. Upon termination, accountable compensation Xxxxxxxx agrees to which destroy any and all information, whether in hard copy or electronic form, it has obtained from the Dealer Manager is or becomes entitled under Section 5 Database. The following provisions shall survive termination of this Agreement: Sections 2, including but not limited 5, 6, (for causes of action arising before termination), 8 and 9, as well as all disclaimers, provisions regarding delinquency of payment, any provisions of the Additional Agreements intended to any Distribution Feessurvive termination, pursuant to the requirements and remedies for breaches of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached this Agreement arising prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, The term for each Product selected above will be the term set forth in the box on the first page of this Agreement shall expire or the applicable Schedule for that Product, with the general terms and conditions set forth herein continuing for the same period. If use of a Product is covered by a subscription license: (i) this Agreement will automatically renew at the close end of business on the initial 60 month term as to such Product for successive 12 month terms unless written notice of termination is given by a party at least 60 days prior to any term-end, to be effective date that at such term-end, and (ii) this Agreement will terminate upon the Offering last to expire of all Product Schedules. Either party may terminate individual Product Schedules and the license associated with such Software, whether a subscription license or a term license (and if termination is terminated. This exercised with respect to all Products, then this Agreement may will also be terminated by either party (a) immediately as a whole), upon prior written notice to the other party party: (a) in the event that of a material breach by the other party shall have materially failed (other than for failure to make a payment when due or failure to comply with the terms and conditions of the license), unless the breach is cured within 30 days of the termination notice; or (b) in the event of failure by the other party to make any payment when due, (c) in the event of a material breach by Customer of the terms and conditions of any Software license, or (d) in the event of the voluntary or involuntary bankruptcy, dissolution or insolvency of the other party. Upon termination of this Agreement or individual Product Schedule, all amounts which are payable to Allscripts and/or credits to Customer in accordance with this Agreement for the applicable Product shall be made promptly. Additionally, Customer will, at its expense, immediately uninstall and return to Allscripts the applicable Software that was terminated and any associated Equipment specified for return in the Equipment Schedule. MISCELLANEOUS • Customer agrees to designate a "Site Coordinator" whose daily duties will include, but not be limited to: (i) checking that the Products are functioning, (ii) managing inventory needs, when applicable, (iii) providing ongoing training to Users, (iv) running reports to meet the Customer's needs, (v) acting as the primary contact between Customer and Allscripts. • Each party shall secure and maintain professional liability and general liability insurance coverage as necessary to cover their risks pursuant to this Agreement, but not less than $1 million per occurrence and $3 million aggregate annual limits, and, upon request, provide the other party with a certificate of insurance evidencing such coverage. • The parties are independent contractors and this Agreement confers no rights or benefits to any non-party. • This Agreement is binding on the parties, their successors and assigns, provided that neither party may assign this Agreement, or any Schedules, without the prior written consent of the other party except for assignment to affiliates or as part of the sale of substantially all of the assets of the business to which this Agreement pertains. • Failure by a party to enforce noncompliance with any term of this Agreement shall not act as a waiver of any right or remedy hereunder. • Except for payment obligations, neither party shall be liable for failure or delay of performance for reasons beyond the reasonable control of that party. • This Agreement shall be governed in accordance with the laws of the State of Illinois. • All notices given under this Agreement shall be in writing and be deemed to have been given upon personal delivery, or delivery at the address provided below by overnight national courier providing written evidence of delivery, or by facsimile copy (to the fax number provided below) the next business day following transmittal. • In the event that any provision of this Agreement or if any a Schedule is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of the representationsAgreement or Schedule will not be affected, warrantiesunless the absence of the invalidated provision adversely affects the substantive rights of the parties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for in which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In additioncase, the Dealer Managerparties agree to replace any such provision or parts thereof with new provision(s) that closely approximate the economic and proprietary results intended by the parties. • This Agreement, upon including all Schedules, or other attachments, constitutes the expiration entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings related to its subject matter. No contrary terms or termination conditions of any subsequent Customer purchase order, no course of dealing, trade, custom or usage of trade, and no warranty or promise made during the course of performance, will vary or contradict the terms of this Agreement, shall (a) promptly deposit any and all funds unless expressly agreed to in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerwriting.

Term and Termination. The agreement shall be valid for a period of three years from the date of its execution and may be renewed for further period of two years on the existing terms and conditions or the modified terms and conditions as may be mutually agreed between the parties. The banks reserve the right to terminate the contract at any point of time if, The services are found to be unsatisfactory; There is a consistent failure to maintain the customer satisfaction; Desired levels of output by the Corporate Business Correspondent (CBC) are not met; There is a discrepancy found in the accounts maintained by the Corporate Business Correspondent (CBC)and the records of the Bank; The customers serviced by the Corporate Business Correspondent (CBC) complain to the Bank that the Corporate Business Correspondent (CBC) is inefficient; There is fraud in the accounts handled by the Corporate Business Correspondent (CBC); or Any other reason which in the opinion of the banks is not conducive to the continuation of the Services of the Corporate Business Correspondent (CBC). However, before terminating the contract, the concerned bank will give a written notice specifying the defects in services to the Corporate Business Correspondent (CBC) and ask him to rectify the defects within a period of 30 calendar days. In case the defects are not rectified, the concerned bank would be authorized to terminate the contract with the Corporate Business Correspondent (CBC). In the event of termination of the agreement, all records, information including documents etc. shall be returned by CBC to the Bank as per instructions of the Bank. The Bank shall have a right to terminate the agreement immediately by giving a notice in writing to CBC in the following eventualities : If CBC applies to the Court or passes a resolution for voluntary winding up of CBC or any caseother creditor / person files a petition for winding up or dissolution of CBC. If any Receiver/Liquidator is appointed in connection with the business of the CBC or CBC transfers substantial assets in favour of its creditors or any orders / directions are issued by any Authority / Regulator which has the effect of suspension of the business of CBC. If CBC is unable to render the services up to the mark as envisaged under this agreement upon a reasonable assessment of the circumstances by the Bank which affect rendering of the services by CBC as envisaged under this agreement. If any acts of commission or omission on the part of CBC or its agents, if not sooner terminatedemployees or representatives, this Agreement in the reasonable opinion of the Bank tantamount to fraud or prejudicial to the interest of the Bank or its customers. If CBC is owned/ controlled wholly/ partly by any other bank operating in India If any officer/ employee/ director of CBC or their relatives as defined in section 6 of the Companies Act, 1956 becomes a director/ officer or employee of the Bank. In the event of the termination of the agreement by the Bank pursuant to clause 8.3 hereinabove, CBC shall expire be liable and responsible to return all records and information in its possession. The Bank will have exclusivity at the close Customer Service Points of business on the effective date that CBC for the Offering BCA/BF arrangement. The bank may terminate the contract without giving any notice if there is terminated. This Agreement may be terminated by either party (a) immediately upon notice risk to the other party reputation of the bank and/or interest of the bank is at stake due to the conduct/operational issues of the CBC or any of its agents. Governing Laws & Jurisdiction : The agreement shall be governed and construed in accordance with the Laws of Republic of India. The parties agree to submit to the jurisdiction of the appropriate court in India in connection with any dispute between the parties under the agreement. Resolution of disputes INTERNAL RESOLUTION In event of any dispute between the parties arising out of or relating to agreement, the parties shall endeavor to reach a settlement within 14 days of the date of writing notification of dispute. At the end of the 14 days period, in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply dispute is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any eventresolved, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) the parties shall promptly deposit any prepare and exchange memoranda stating the issue in dispute, their respective positions and the summary of the negotiation which have taken place and attaching all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; relevant documents and (b) promptly deliver at any time either party can escalate the dispute to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management Managing Director of the Offering District Central Co-operative Bank. No more than the 7 days after the dispute has been escalated, the parties shall meet in person to seek to resolve the dispute. Until concluded with a party designated by the Company. Upon expiration or termination of this written legally binding Agreement, all negotiations connected with any dispute shall be conducted in confidence and without prejudice to right of parties in any future proceedings. In the Company shall pay event that the parties do not meet within 7 days as required or the parties have not been able to resolve the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms dispute within 14 days of such Section 5 without acceleration; providedin person meeting, however, that if then either parties may refer the Minimum Offering is not reached prior matter to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerformal dispute resolution stated here in below.

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire at be for three (3) calendar years, unless otherwise stated in Section 25 of the close Merchant Bankcard Application under “Early Cancellation Fee,” commencing from the date of business execution by HMS and Xxxxxx (hereinafter referred to as the “Anniversary Date”. This Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless sooner terminated in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary set forth herein, in the event Merchant terminates the Agreement in breach of this Section 21, all monthly fees assessed to Merchant under the Agreement and due to Xxxxxx or HMS for the remainder of the then existing term of the Agreement, including all minimum monthly fee commitments, shall be immediately due and payable to Xxxxxx or HMS, and Merchant hereby authorizes Xxxxxx or HMS to deduct the greater of (a) $295 and (b) all remaining monthly fees (provided in no event shall either such amount exceed the maximum amount permitted by applicable state law) from Merchant’s account, or to otherwise withhold the total amount from amounts due to Merchant from Xxxxxx or HMS, immediately on or after the effective date that the Offering is terminatedof termination. This Agreement may be terminated by either party (a) immediately at any time for any reason upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event; provided that notwithstanding such termination, this Agreement shall be deemed suspended during remain in full force and effect with respect to any period Sales Draft which is actually delivered to Xxxxxx and HMS by Merchant and not returned to Merchant prior to Xxxxxx'x and HMS's extending credit therefore. The right of Merchant to make sales as specified in this Agreement and to use advertising displays, Sales Drafts, Credit Vouchers, and other items and materials developed for which the Dealer Manager’s license or registration to act as a broker dealer use under this Agreement shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, cease upon the expiration or termination of this Agreement. Merchant expressly acknowledges that a Terminated Merchant File (“MATCH System”) is maintained by MasterCard containing the business name, shall (a) promptly deposit names, and identification of principals of merchants which have been terminated for one or more of the reasons specified in Visa, MasterCard, or DFS operating regulations. Examples would be, but are not limited to, processing transactions for a business not indicated on the Merchant Bankcard Application, fraud, counterfeit drafts, unauthorized transactions, excessive chargebacks and retrieval requests, laundering, or where a high security risk exists. Merchant acknowledges that should Xxxxxx or HMS suspect any of the above, Xxxxxx may establish a Security Reserve in accordance with Paragraph 13. Merchant acknowledges that Xxxxxx is required to report the business name of Merchant and all funds the names and identification of its principals to the MATCH System when Merchant is terminated because of one or more of the reasons specified in its possession which were received from investors for the sale of Shares into the appropriate escrow account orVisa, MasterCard, or DFS Regulations. Furthermore, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Merchant fails to the Company all records and documents in fulfill its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager obligations arising from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay Xxxxxx may submit a derogatory report on Merchant and its principals to the Dealer Manager all earned but unpaid compensation a consumer and/or business credit reporting agency. Merchant expressly agrees and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior consents to such expiration or termination, the Company shall not pay any such compensation reporting by Xxxxxx and reimbursements to the Dealer ManagerHMS.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at the close of business be on the effective date that the Offering is terminated. This Agreement may a month-to-month basis and shall be terminated cancelable by either party (a) immediately at any time for any reason upon notice to the other party in accordance with Section 28 (Electronic Communications and Other Notices). When Merchant cancels the event Services or terminates its account, any pending transactions may be cancelled. Any funds that Provider or the Bank are holding in custody for Merchant at the time of closure, less any applicable Fees and other party shall liabilities of Merchant, will be paid to Merchant according to the Merchant payment schedule, assuming all payout-related authentication requirements have materially failed to comply with any material provision of this been fulfilled. If a Chargeback investigation is pending at the time Merchant terminates the Merchant Agreement or if any Provider deems there is a potential for Chargebacks, Provider may hold Merchant funds as described above. If it is later determined that Merchant is entitled to some or all of the representationsfunds in dispute, warranties, covenants Provider will release those funds to Merchant. Bank may also withhold such funds pending investigation of Merchant transactions or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticepotential liabilities hereunder. In any eventaddition to our rights to terminate this Agreement, this Agreement shall be deemed suspended during any period for which Provider may also suspend the Dealer ManagerMerchant Account and Merchant’s license or registration access to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, such Account if Merchant (i) has violated the Dealer Manager, upon the expiration or termination terms of this Agreement, or any other agreement you have with us; (ii) poses an unacceptable credit or fraud risk to us, Processor or Bank; or (iii) provides any false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct. If this Agreement is terminated, you agree: (i) to continue to be bound by the terms of this Agreement that survive termination; (ii) to immediately stop using the Services and the Account; (iii) that the license provided under this Agreement shall end; (aiv) promptly deposit that Provider reserves the right (but has no obligation) to delete all of Merchant’s information and Account data stored on our servers after a reasonable period of time (but also reserves the right to retain copies thereof for up to five (5) years); and (v) that Provider shall not be liable to you or any third party on account of our termination of Merchant’s access to the Services or the Merchant Account or for deletion of Merchant’s information or Account data. On any termination hereof, Merchant shall remain liable hereunder for any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration Fees or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached costs accrued prior to such expiration or terminationfollowing termination and any other amounts owed by Merchant to Provider, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerProcessor, Bank or a Payment Network.

Term and Termination. In any case, if not sooner terminated, The initial term of this Agreement shall expire at the close of business commence on the effective date that the Offering is terminatedEffective Date and, unless earlier terminated as provided in this Agreement, shall continue for a period of one (1) year. This Agreement may be terminated by shall automatically renew for additional one (1) year terms unless either party (a) immediately upon gives written notice to the other party of non-renewal at least thirty (30) days prior to the expiration of the then-current term or this Agreement is otherwise terminated as provided in the event that this Agreement. [Optional: Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to the other party shall have materially failed party.] MLS may terminate this Agreement upon the occurrence of any of the following events: (1) Participant requests in writing to MLS that this Agreement be terminated; (2) Sales Licensee fails to pay any Fees when due; (3) Sales Licensee discloses any Confidential Information, including, without limitation, any password of Sales Licensee, except as expressly provided in this Agreement; (4) Sales Licensee otherwise fails to comply in all respects with the Rules and Regulations, the applicable Board Rules and Regulations, or the Code of Ethics and Standards of Practice of the NATIONAL ASSOCIATION OF REALTORS®; (5) Sales Licensee defaults under any material provision term or condition of any License Agreement; or (6) Sales Licensee defaults under any other material term or condition of this Agreement. Except as otherwise provided in this Agreement, termination pursuant to this Section 17.c of this Agreement or if shall be effective at any time after MLS has given ten (10) business days notice to Sales Licensee of the representationsany such event, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure event has not been cured within such ten (10) day period. Notwithstanding the foregoing sentence, if, in the reasonable discretion of MLS, the occurrence of any such event could result in irreparable harm to comply is not cured MLS, termination shall be effective immediately, without prior written notice to Sales Licensee, provided that notice shall be delivered to Sales Licensee within ten (10) business days after following such termination. This Agreement shall automatically terminate upon termination of the date of such occurrence or (b) on 60 days’ written notice. In any eventParticipation Agreement; except that if Broker, and not Brokerage Firm, entered into the terminated Participation Agreement, this Agreement shall be deemed suspended during any period for which continue in effect provided that another Broker or his/her Brokerage Firm enters into a Participation Agreement within thirty (30) days after termination of the Dealer Manager’s license or registration to act terminated Participation Agreement. If another Participation Agreement is not entered into within such thirty (30) day period, this Agreement shall automatically terminate upon expiration of such thirty (30) day period. This Agreement may also terminate as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyprovided under Section 20.d of this Agreement. In additionaddition to all other rights and remedies available to MLS under this Agreement, if Sales Licensee fails to pay any Fees when due, or otherwise defaults under this Agreement, MLS may, in its sole discretion, temporarily suspend the Dealer Manager, upon license granted to Sales Licensee to access the expiration MLS Database until all outstanding Fees have been paid in full or the default has been cured. Upon termination of this Agreement, shall (a) promptly deposit Sales Licensee agrees to immediately destroy any printouts of the MLS Database or Listing Content, and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain any copies of all such records the MLS Database and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained Listing Content in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the CompanySales Licensee’s possession or under Sales Licensee’s control. Upon expiration or termination of this Agreement, the Company all licenses granted and all services provided to Sales Licensee under this Agreement shall pay terminate. No pre-paid Fees will be refunded to the Dealer Manager all earned but unpaid compensation and reimbursement Sales Licensee for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 any termination of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, This Agreement will continue until the end of the Contract Period unless terminated in accordance with this Clause 9 or by the University giving written notice under Clause 9.2 or by mutual written agreement of the Parties under Clause 9.3. The University may terminate this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon if written notice to the other party in Consultant is given, specifying the date from which termination shall be effective. In such event that the University shall make reasonable payment to the Consultant for all work performed prior to the date of termination and any approved additional costs necessarily incurred by the Consultant as a direct result of such termination. Either Party may terminate this Agreement forthwith if the other party shall have materially failed to comply with any Party commits a material provision breach of this Agreement or if any which has not been remedied after 28 days written notice of the representations, warranties, covenants or agreements of breach (such party contained herein shall not have been materially complied with and such failure notice expressly referring to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or possible termination of this Agreement, shall (a) promptly deposit ). The University may terminate this Agreement forthwith if the Consultant is declared bankrupt or makes any and all funds in its possession which were received from investors arrangement with or for the sale benefit of Shares into his creditors or has a county court administration order made against him under the appropriate escrow account orCounty Court Xxx 0000. Subject to Clause 9.6 below, if termination of the Minimum Offering has been reached, into such other account as Agreement by either Party for any reason shall not affect the Company may designate; rights and (b) promptly deliver obligations of the Parties accrued prior to the Company all records effective date of termination of this Agreement. Those clauses of this Agreement which are expressly or impliedly intended to continue after termination shall continue in effect after termination. The obligations of the Parties under this Agreement impose no further obligation on either Party: to prescribe, provide favourable status for, or otherwise support the other Party’s or a third party’s products or services; or to supply services or to provide anything other than that which is set out in this Agreement. Independent Consultant Neither Party is authorised or empowered to act as agent for the other for any purpose and documents in its possession which relate shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other. The relationship of the Consultant to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make University will be that of an Independent contractor and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent render him an employee worker agent or partner of the Dealer Manager University and the Consultant shall not hold himself out as such. This Agreement constitutes a contract for the provision of services and is not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the University for and in respect of: Any income tax, national insurance or social security contributions and any other liability deduction contribution assessment or claim arising from disclosing or made in connection with the performance of the Services. The Consultant shall further indemnify the University against all reasonable costs expenses and any penalty fine or interest incurred or payable by the Consultant in connection with or in consequence of any such liability deduction contribution assessment or claim, other than where the latter arise out of the University's negligence or wilful default. Any liability arising from any employment related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the University arising out of or in connection with the provision of the Services. The University may at its discretion satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant. Consultant’s obligations The Consultant shall: deliver the Services with the care, skill and diligence required in accordance with best practice in the Consultant’s industry, profession or trade, using all reasonable endeavours to ensure the accuracy of the work performed and any information and results given; comply with all applicable laws, statutes and regulations; use best endeavours to promote the interests of the University; properly give to the University all such information and reports as it may reasonably require in connection with the provision of the Services; notify the University as soon as is reasonably practicable if the Consultant is unable to provide the Services due to illness or injury. For the avoidance of doubt, the charges shall not be payable in respect of any period during which the Services are not provided; comply with all reasonable standards of health and safety and comply with the University’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the University any unsafe working conditions or practices; comply with the University’s policies on [social media/use of information and communication systems/anti-harassment and bullying/etc]. The Consultant shall have personal liability for and shall indemnify the University for any loss/ liability /cost (including reasonable legal costs) damages or expenses arising from any breach by the Consultant or any Substitute of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services and undertakes that he will: take out and maintain professional indemnity/public liability insurance with a reputable insurance company, providing a minimum cover of £10,000,000; (Procurement ability to vary as appropriate) maintain Professional Indemnity insurance cover for the Services for the duration of this Agreement and for a period of six (6) years after completion of the Services; supply the University with copies of current certificates of insurance for the duration of the Agreement; notify the insurers of the University’s interest and cause the interest to be noticed on the relevant insurance policies; and comply with all terms and conditions of the relevant insurance policies at all times and notify the University without delay if he becomes aware of any reason why the cover under the relevant insurance policies may lapse or not be renewed or be changed in any material manner. Data Protection The Consultant consents to: The University holding and processing personal data (as defined in the Data Protection Laws) relating to him for legal, personnel, administrative and management purposes; the University making such personal data available to regulatory authorities as required under the Data Protection Laws; and the transfer of such information to any regulatory authority asserting jurisdiction over the Dealer ManagerUniversity’s business contacts outside the European Economic Area in order to further the commercial interests of the University, provided always that the transfer is permitted under the Data Protection Laws. The Dealer Manager Consultant shall use its reasonable best efforts to cooperate comply with the Company to accomplish any orderly transfer of management of Data Protection Annex when processing University Data (as defined in the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerData Protection Annex).

Term and Termination. In any caseThis Agreement will be effective on and from the Commencement Date, if not sooner terminated, which will be the latest to occur of: the date this Agreement shall expire at has been signed by both parties; and the close of business date on which DIA has provided written notice to the effective date Recipient that the Offering is terminatedConditions Precedent specified in the Key Details have either been satisfied (in the opinion of DIA) or waived by DIA (at its sole discretion). This Agreement may be will remain in force until the End Date, unless terminated in accordance with this Agreement. DIA can terminate this Agreement with immediate effect, by either party (a) immediately upon giving notice to the other party in the event Recipient, at any time: while DIA reasonably considers that the other party shall Recipient has become or is likely to become insolvent; while the Recipient is subject to the appointment of a liquidator, receiver, manager or similar person in respect of any of its assets or a Crown Manager or Commission is appointed in respect of the Recipient under Part 10 of the Local Government Xxx 0000; if the Expenditure Programme(s) have not commenced by 31 March 2021; or while any one or more of the follow events or circumstances remains unremedied: the Recipient is materially failed to comply in breach of any obligation, or a condition or warranty, under this Agreement; the Recipient has provided DIA with any information in connection with or under this Agreement that (whether intentionally or not) is materially incorrect or misleading, and/or omits material provision of information; DIA reasonably considers that this Agreement or if an Expenditure Programme has caused, or may cause, DIA and/or the New Zealand Government to breach any legal obligations (including its international trade obligations); the Recipient abandons an Expenditure Programme; the Recipient is involved in any intentional or reckless conduct which, in the opinion of DIA, has damaged or could damage the reputation, good standing or goodwill of DIA or the New Zealand Goverment, or is involved in any material misrepresentation or any fraud; the Recipient (or any of its personnel or contractors) is subject to a Conflict of Interest which cannot be managed to DIA's satisfaction; or any change in law, regulations or other circumstances materially affects DIA's ability to perform its obligations under this Agreement. However, where DIA considers that a Termination Event set out in clause 4.3(d) can be remedied, DIA must give notice to the representationsRecipient requesting a remedy, warranties, covenants and must not exercise its right of termination unless the relevant event remains unremedied for at least 14 days (or agreements of such party contained herein shall not have any longer period agreed with the Recipient) after that notice has been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeprovided by DIA. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration On expiry or termination of this Agreement, shall where the aggregate of (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; total Funding paid under this Agreement and (b) promptly deliver any other money received or allocated by the Recipient, in each case to carry out an Expenditure Programme, exceeds the amount required to perform the Expenditure Programme, the Recipient must upon request refund to DIA the excess amount. At any time DIA may recover the amount of any Funding that has been spent or used other than in accordance with this Agreement, or not applied to Eligible Costs by the End Date, together with interest on all such amounts calculated at 10% per annum from the date of the misspending to the Company all records date the money is repaid. Clauses 1.5, 2.1, 2.12, 2.13, 3, 4, 5, 6, 7, 8, 9, 10 and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration 11 survive expiry or termination of this Agreement, along with any other parts of this Agreement necessary to give effect to those provisions. Expiry or termination of this Agreement does not affect any accrued rights, including any rights in respect of a breach of this Agreement or Termination Event that occurred before expiry or termination. WARRANTIES and undertakings The Recipient warrants that, in the Company shall pay course of its activities in connection with the Expenditure Programme(s), it will not infringe any intellectual property or other rights of any contractor or any other third party. The Recipient warrants that, as at the date of this Agreement: It has full power and authority to enter into and perform its obligations under this Agreement which, when executed, will constitute binding obligations on it in accordance with this Agreement's terms, and it has complied with the Local Government Act 2002 in entering into this Agreement; the Recipient is solvent and is not subject to the Dealer appointment of a liquidator, receiver, manager or similar person in respect of any of its assets or to the appointment of a Crown Manager or Commission under Part 10 of the Local Government Xxx 0000; all earned but unpaid compensation information and reimbursement for representations disclosed or made to DIA by the Recipient in connection with this Agreement are true and correct, do not omit any material matter, and are not likely to mislead or deceive DIA as to any material matter; it has disclosed to DIA all incurredmatters known to the Recipient (relating to the Expenditure Programme(s), accountable compensation the Recipient or its personnel) that could reasonably be expected to have an adverse effect on the reputation, good standing or goodwill of DIA or the New Zealand Government; and it is not aware of any material information that has not been disclosed to DIA which may, if disclosed, materially adversely affect the Dealer Manager is decision of DIA whether to provide the Funding. The Recipient warrants that: the Funding has been or becomes entitled under Section 5 will be applied solely to Eligible Costs; and the Expenditure Programme(s) will take into account the parties’ shared intention to: support economic recovery through job creation; and maintain, increase and/or accelerate investment in core water infrastructure renewals and maintenance, and such warranty will be deemed to be repeated continuously so long as this Agreement remains in effect by reference to the facts and circumstances then existing. DIA warrants that, as at the date of this Agreement, including but not limited it has full power and authority to enter into and perform its obligations under this Agreement which, when executed, will constitute binding obligations on it in accordance with this Agreement's terms. The Recipient acknowledges that DIA has entered into this Agreement in reliance on these warranties and undertakings. The Recipient acknowledges and agrees that DIA has made no warranty or representation that any Distribution Fees, pursuant funding or financial support is or will be available to the requirements Recipient in respect of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; providedExpenditure Programme(s), however, that if other than the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerFunding.

Term and Termination. In The term of this Agreement begins on the date on which You accept this Agreement in accordance with Section 25 below, and shall continue for three (3) years thereafter (the “Term”) unless terminated earlier or renewed pursuant to this Article 9.1. With respect to projects pursuing certification under the WELL Community Standard, the term shall be ten (10) years following acceptance of this Agreement (the “WELL Community Standard Term”). You or IWBI may terminate this Agreement in whole or in part at any casetime upon thirty (30) days written notice; provided that IWBI will not terminate this Agreement for so long as You remain in compliance with this Agreement, You have paid applicable Fees and the WELL Program remains in effect. IWBI may terminate this Agreement in full (or as it relates to any Project enrolled under this Agreement), if not sooner terminatedYou breach Your obligations under this Agreement, and You fail to cure such breach within thirty (30) days from the date of notice of breach provided to You by IWBI. Such breach of obligations shall include, without limitation, to failure to timely pay any Fees due under this Agreement, Your misuse of any Marks or other intellectual property held by IWBI or its affiliates, and any misstatement, whether intentionally or unintentionally made, in the Project Information that You submit in connection with the WELL Program. Either Party may terminate this Agreement shall expire at the close of business on the effective date that the Offering is terminatedupon written notice if required by applicable law, including as required to adhere to any Orders referenced in Section 24 below. This Agreement may be terminated will automatically terminate in full (or as it relates to any Project enrolled under this Agreement) if You receive notice in the form of a WELL report (the “WELL Report”) or other written notice to You that Your Project has failed to achieve WELL Certification, whichever is applicable, and You (i) indicate, through the Platform or by either party other written notice, Your acceptance of such WELL Report or other written notice of this determination, or (ii) have exhausted all opportunities to appeal this determination. This Agreement will automatically terminate in full (or as it relates to any Project enrolled under this Agreement) upon (a) immediately upon notice to the other party in the event that the other party shall have materially failed Your failure or unwillingness to comply with any material provision applicable Project Type Requirements or conditions of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence WELL Certification; or (b) on 60 days’ written noticethe revocation, termination or expiration of WELL Certification for the Project as set forth in the WELL Program Guidebook or WELL Community Standard Guidebook, as applicable; or (c) Your enrollment lapses, in which case Your Agreement shall expire and be subject to re-enrollment in order to maintain Your Application and continue access to services. In any eventthe event Your Project achieves Certification within the Term, then this Agreement shall be deemed suspended during any period automatically renewed for which another three (3) years from the Dealer Managerdate Your Project’s license or registration to act as a broker dealer Certification is achieved. For Projects pursuing certification under the WELL Community Standard, if Your Project achieves Certification within the WELL Community Standard Term, then this Agreement shall be automatically renewed for another five (5) years from the date Your Project’s Certification is achieved. Upon termination of this Agreement pursuant to Section 9.1 above: Your access to the Application(s) for the associated Project will be revoked and You will no longer have access to related services, and IWBI may, in its sole discretion, delete or suspended destroy any such Application(s) and Form(s) and all data therein. All of Your rights to use the Marks pursuant to the license granted under Section 8.2 will terminate and You must immediately discontinue all use and display of the Marks. All Fees owed by You as of the effective date of such termination must be paid in full within thirty (30) days of the effective date of such termination. There shall be no refund of any federalfees paid or owed under this Agreement. Upon the expiration or earlier termination of this Agreement, self-regulatory You agree that You shall not seek or state agencybe entitled to any remuneration, fees, costs, damages or any other relief (legal or equitable) or compensation whatsoever, except as set forth in this Section 9.2. In additionUpon termination of this Agreement for cause, the Dealer ManagerYou acknowledge that IWBI may revoke WELL Certification in addition to any other remedies it may have under this Agreement, at law or in equity. Further, upon the expiration or early termination of this Agreement, both parties agree that they shall not seek or be entitled to any remuneration, fees, costs, damages or any other relief (alegal or equitable) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orcompensation whatsoever, if the Minimum Offering has been reached, into such other account except as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained set forth in this Section 9.2. It is expressly understood and agreed that the parties’ respective obligations under this Agreement in Articles 6 and 7, Sections 8.1, 8.3, 8.4 and 8.5, Articles 9 through 13, and Articles 17 through 24 shall prevent the Dealer Manager from disclosing survive any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement shall be effective as of the Effective Date and, if not sooner terminatedunless cancelled or terminated earlier in accordance with the terms as provided in this Agreement, shall continue in effect for three years from the Effective Date (the "Initial Term"). Thereafter, this Agreement shall expire continue in force and effect unless and until cancelled or terminated, or the new Agreement is effective, as provided in this Agreement. Either Pac-West or Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the close date of business termination. If either Pac-West or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Pac-West or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof (including, but not limited to, pursuant to Section 12), this Agreement shall remain in effect until the effective date that of a new interconnection agreement between Pac-West and Verizon. If either Pac-West or Verizon provides notice of termination pursuant to Section 2.2 and by 11:59 PM Eastern Time on the Offering is terminated. This Agreement may be terminated by either party proposed date of termination neither Pac-West nor Verizon has requested negotiation of a new interconnection agreement, (a) immediately upon notice this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination, and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the other party extent that the Purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff or SGAT. Glossary and Attachments The Glossary and the following Attachments are a part of this Agreement: Additional Services Attachment Interconnection Attachment Resale Attachment UNE Attachment Collocation Attachment 911 Attachment Pricing Attachment Applicable Law The construction, interpretation and performance of this Agreement shall be governed by (a) the laws of the United States of America and (b) the laws of the State of California, without regard to its conflicts of laws rules. All disputes relating to this Agreement shall be resolved through the application of such laws. Each Party shall remain in compliance with Applicable Law in the event course of performing this Agreement. Neither Party shall be liable for any delay or failure in performance by it that results from requirements of Applicable Law, or acts or failures to act of any governmental entity or official. Each Party shall promptly notify the other party Party in writing of any governmental action that limits, suspends, cancels, withdraws, or otherwise materially affects, the notifying Party's ability to perform its obligations under this Agreement. If any provision of this Agreement shall have be invalid or unenforceable under Applicable Law, such invalidity or unenforceability shall not invalidate or render unenforceable any other provision of this Agreement, and this Agreement shall be construed as if it did not contain such invalid or unenforceable provision; provided, that if the invalid or unenforceable provision is a material provision of this Agreement, or the invalidity or unenforceability materially failed affects the rights or obligations of a Party hereunder or the ability of a Party to comply with perform any material provision of this Agreement or if any of Agreement, the representations, warranties, covenants or agreements of such party contained herein Parties shall not have been materially complied with promptly renegotiate in good faith and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, amend in writing this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration in order to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into make such other account as the Company may designate; and (b) promptly deliver mutually acceptable revisions to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent as may be required in order to conform the Dealer Manager from disclosing Agreement to Applicable Law. If any such information to legislative, regulatory, judicial or other governmental decision, order, determination or action, or any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish change in Applicable Law, materially affects any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination material provision of this Agreement, the Company shall pay rights or obligations of a Party hereunder, or the ability of a Party to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 perform any material provision of this Agreement, including the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. Notwithstanding anything in this Agreement to the contrary, if, as a result of any published legislative, judicial, regulatory or other governmental decision, order, determination or action, or any change in Applicable Law, Verizon is not required by Applicable Law to provide any Service, payment or benefit, otherwise required to be provided to Pac-West hereunder. Verizon will provide ninety (90) days prior written notice to Pac-West of its intent to discontinue such Service, unless a different notice period or different conditions are specified in this Agreement (including, but not limited to, in an applicable Tariff) or Applicable Law for termination of such Service in which event such specified period and/or conditions shall apply. The Parties will mutually agree to any Distribution Feesamend this Agreement to discontinue the Service, payment or benefit, within the ninety day notice period and will cooperate to ensure that there will be no service interruption to Pac-West's customers as a result of such discontinuance. If the Parties are unable to mutually agree to amend this Agreement, either Party may pursue dispute resolution pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager14 below.

Term and Termination. In any case, if not sooner terminated, this Agreement (a) This Agreement; shall expire at be effective upon the close of business Effective Date and continue until termination; its “Term” shall commence on the effective date that upon which, with respect to the Offering Service ordered, the Service is terminated. This Agreement made available for use by Customer, shall continue for the minimum period specified in the contract/application and may be terminated by either party at the end of its Term by giving, but in the absence of such notice, service shall continue automatically until either party terminates by giving notice and the equipment is returned to HuronTel’s Business office by the Customer. In the event Customer terminates the Agreement prior to the conclusion of the Term, Customer shall pay to HuronTel all charges for Service provided through the effective date of such cancellation plus a cancellation charge determined as follows: (I) If Customer requests termination of service prior to end of the minimum period specified in the contract/application, then the cancellation charge shall be an amount equal to one hundred percent (100%) of the balance of the monthly Service remaining then in effect at the time of cancellation. (a) immediately upon notice It is agreed that HuronTel’s charges, if Service is cancelled prior to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any completion of the representations, warranties, covenants or agreements of such party contained herein shall Term are intended to recover costs and are not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or intended as a penalty. (b) on 60 days’ written notice. In any event, HuronTel may terminate this Agreement shall be deemed suspended during any period for which and/or cease or suspend the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyprovision of the Service upon default of the Customer. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any Accounts are due when rendered and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to default includes: (i) Federal and state securities laws and the rules and regulations thereunderfailure to pay any amount when due, (ii) the applicable rules filing of FINRA a petition in bankruptcy by or against Customer; and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in any material default of this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Feesviolations (as hereinafter defined) or conduct that HuronTel, in its sole discretion, believes may subject HuronTel to civil or criminal litigation, charges and/or damages. If HuronTel has suspended the Service pursuant to this Section 3(b), HuronTel shall require a reconnection fee in order to resume Service. Termination shall not relieve Customer of their obligation to pay all fees for Service accrued and owing up to and including the requirements date of that Section 5 at such times as such amounts become termination or otherwise payable pursuant to Section 3(a) above, nor shall it preclude HuronTel from pursuing any other remedies available to it, at law or in equity. (c) In the event a law or regulatory action prohibits, substantially impairs or makes impractical the provision of Service under this Agreement, as determined by HuronTel, HuronTel may, at its option and without liability, terminate this Agreement or modify the Service or the terms and conditions of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior this Agreement in order to conform to such expiration or terminationaction. When the service is terminated, the Company shall not pay any such compensation all mail, files and reimbursements to the Dealer Managerdirectories associated with it are erased.

Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at a. Article VI – Section B is hereby deleted and replaced in its entirety with the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein following: RESEARCH INSTITUTE shall not have been materially complied with and such failure the right to comply terminate this Agreement except under the following circumstance: If after one year from the date of this Agreement, RESEARCH INSTITUTE determines in good faith that COMPANY is not cured using Commercially Reasonable Efforts to commercialize the Technology, as defined in Article III – Section E, and RESEARCH INSTITUTE delivers to COMPANY a written notice documenting such lack of Commercially Reasonable Efforts, and if COMPANY does not commence using Commercially Reasonable Efforts to commercialize the Technology, as defined in Article III – Section E, within ten (10) days after one year from the date of such occurrence or (b) notice, the RESEARCH INSTITUTE may terminate this Agreement on 60 days’ written noticenotice to COMPANY. In the event of a second occasion or any eventoccasion thereafter whereby RESEARCH INSTITUTE determines in good faith that COMPANY is not using Commercially Reasonable Efforts to commercialize the Technology, as defined in Article III – Section E, RESEARCH INSTITUTE may terminate this Agreement shall be deemed suspended on 30 days written notice documenting such lack of Commercially Reasonable Efforts. Subject to this Article VI – Section B, should either party, at any time during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination term of this Agreement, shall commit a material breach of any provision hereunder, and fail to rectify such breach within thirty (a30) promptly deposit any and all funds in its possession which were received days from investors for receipt of written notice from the sale of Shares into the appropriate escrow account orother party, if the Minimum Offering has been reached, into such other account as the Company party may designate; and (b) promptly deliver terminate this Agreement by notice in writing to the Company all records and documents breaching party provided that such notifying party is not in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination material breach of this Agreement. Failure to make any payment under this Agreement when due shall constitute a material breach of the Agreement. If a dispute, arises out of or relates to this contract, or the breach thereof, the Company shall pay parties agree initially to endeavor to settle the dispute amicably by direct discussions or negotiations before resorting to mediation. If said dispute cannot be settled through direct discussions within thirty (30) days, the parties agree first to try to settle the dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association, before resorting to arbitration, litigation or some other dispute resolution procedure. At least five (5) days prior to the Dealer Manager all earned but unpaid compensation first scheduled mediation session, each party shall provide the mediator with a brief written memorandum on the issues to be resolved, the facts surrounding the dispute and reimbursement for all incurredits positions with regard to the issues. Such memoranda shall be filed on a confidential basis, accountable compensation and are not to which be exchanged between the Dealer Manager parties. Each party is or becomes entitled under Section 5 to bear its own costs and expenses of this Agreementthe mediation, including but attorney’s fees. The fees and costs of the mediator shall be borne equally by the parties. If, and to the extent that, any such dispute has not limited to any Distribution Fees, been settled pursuant to mediation within thirty (30) days of the requirements commencement of that Section 5 at such times as such amounts become payable pursuant the mediation, it shall, upon the filing of a request for arbitration by either party, be referred to and finally settled by arbitration in accordance with the terms Commercial Arbitration Rules of such Section 5 the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek injunctive, equitable or similar relief from a court without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration requirement for mediation or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerarbitration.

Term and Termination. In any case, if not sooner terminated, This Agreement shall continue for three (3) years following the Effective Date (the "TERM"). Either party shall have the right to immediately terminate this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party if (aA) immediately upon notice to the other party files a petition in bankruptcy, or enters into an agreement with its creditors, or applies for or consents to the event that appointment of a receiver or trustee, or makes an assignment for the benefit of creditors, or is adjudicated to be bankrupt or insolvent and such order is not discharged within thirty (30) days or (B) if the other party shall have materially failed to comply with any material provision of breaches this Agreement or if any of the representationsAgreement, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply breach is not cured within ten sixty (1060) days (other than failure to pay which must be cured within fifteen (15) days) after the date written notice of such occurrence breach by the other party. Expiration or (b) on 60 days’ written notice. In any event, termination of this Agreement shall be deemed suspended without prejudice to rights or obligations accruing prior to expiration or termination. Subject to Client's payment in full of amounts due to Cardinal Health, Cardinal Health shall return any Client materials or Product upon termination or expiration at Client's expense. Client shall have the right to terminate this Agreement upon thirty (30) days' written notice if Client's actual, documented losses of Bulk Product, Product or Printed Components, which losses have been claimed by Client pursuant to this Agreement but are unreimbursed, exceed $* during any period for Contract Year; provided, however, that Cardinal Health shall have the right to reimburse any such losses in excess of $* within such thirty (30) day period, in which the Dealer Manager’s license event this Agreement shall not be terminated. If this Agreement is terminated by Cardinal Health pursuant to this Section 16 (A) or registration to act as a broker dealer (B), Client shall be revoked obligated to immediately pay to Cardinal Health all Annual Reservation Fees which would have been due and payable to Cardinal Health during the remainder of the Term. If this Agreement is terminated by Client pursuant to this Section 16 (A) or suspended by (B), Client shall have no further obligation to pay any federalAnnual Reservation Fee and Cardinal Health shall reimburse Client for that prorated portion of the Annual Reservation Fee from the date of termination through the end of the applicable Contract Year. The terms of Sections 9, self-regulatory or state agency. In addition10, the Dealer Manager11, upon the 12, 13, 21, 22, 23 and 24 and this Section 16 shall survive expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, The term of this Agreement will commence on the Effective Date and continue until such time that there are no valid Order Forms. The initial term of each Order Form under this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice begin on the Subscription Start Date (as defined in Section 2 above) and (b) continue for one year or such longer period as provided in an Order Form (the “Order Form Initial Term”) and will automatically renew for successive one-year terms thereafter (each, a “Renewal Term”), unless one Party notifies the other Party of non-renewal in writing at least sixty (60) days prior to the other party end of the current term of such Order Form. Customer may terminate any Order Form at any time after the Order Form Initial Term, in whole or in part, for any reason or no reason, on sixty (60) days prior written notice. Upon notice of such termination, a pro-rata portion of all outstanding invoices shall become immediately due and payable. If such invoice has been paid by the Customer, Customer shall be entitled to a pro-rata credit to be applied to future Frontline services. Either Party may terminate this Agreement in the event that the other party Party materially breaches this Agreement the other Party does not cure such breach within thirty (30) days after written notice of such breach. Expiration or termination of any Order Form or Statement of Work shall have materially failed to comply with constitute the expiration or the termination of such Order Form or Statement of Work only and shall not affect this Agreement or any material provision other Order Form or Statements of Work outstanding under this Agreement. Notwithstanding the foregoing, unless otherwise mutually agreed by the parties in writing, any Order Form or Statement of Work outstanding as of the date of termination or expiration of this Agreement shall remain in effect and continue to be governed by the terms of this Agreement and its own terms until such time as such Order Form or if any Statement of Work is completed, expires or is otherwise terminated. Upon the termination or expiration of this Agreement, the licenses granted to Customer under Section 1.1 will terminate automatically and Customer (i) shall immediately cease using the Software and Documentation and (ii) for a period of thirty (30) days, may request a copy of the representations, warranties, covenants or agreements Customer Content that is in Frontline’s possession in the format retained by Frontline. The following provisions of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the will survive expiration or termination of this Agreement Sections 3.3, 4, 5, 6, 7 and 9. Frontline may (without limitation of any other rights or remedies) suspend use of the Software in the event that (A) Customer is delinquent in payment of any amount due to Frontline under this Agreement (and has not cured such delinquency within five (5) days following written notice thereof to Customer), (B) Customer has breached any of the provisions of Section 1 of this Agreement, shall or (aC) promptly deposit any and all funds in its possession which were received from investors for Frontline’s reasonable good faith determination, suspension of use of the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Software is necessary to avoid or mitigate harm to the Company all records and documents in security of Frontline’s or its possession which relate to the Offering which are customers’ systems or data. Any such suspension will not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to constitute a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any caseThis Agreement shall commence on the Effective Date and shall remain in effect unless and until terminated as permitted herein (the “Term”). Notwithstanding the foregoing, if not sooner terminated, each Exhibit and Schedule attached hereto shall define the term of the license to access and use the Product and/or the SAGE platform described in such Exhibit and Schedule which may extend beyond the Term of this Agreement in which case the terms and conditions of this Agreement will survive and continue through the expiration date of each respective Exhibit and Schedule. Licensee shall expire use reasonable efforts to ensure that each Institution complies at all times with the close terms of business on the effective date that the Offering is terminatedthis Agreement and any Exhibit(s) and Schedule(s) issued and executed hereunder. This Agreement may be terminated by either party (a) immediately upon notice to the other party in In the event that either party believes that the other materially has breached any obligations under this Agreement, or if SAGE believes that any Participating Member Institution has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have materially failed thirty (30) days from the receipt of notice to comply with any material provision of this Agreement or if any of cure the representations, warranties, covenants or agreements of such alleged breach and to notify the non-breaching party contained herein shall not have in writing that cure has been materially complied with and such failure to comply effected. If the breach is not cured within ten the thirty (1030) days after day period, the date of such occurrence or (b) on 60 days’ written non-breaching party shall have the right to terminate the Agreement without further notice. In any event, Upon Termination of this Agreement for cause online access to the Licensed Materials by Participating Member Institution and Authorized Users shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyterminated. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain Authorized copies of all such records and documents required to Licensed Materials may be retained by the Dealer Manager pursuant to (i) Federal Participating Member Institution or Authorized Users and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant used subject to the terms of this Agreement. Where the Licensed Materials are subject to “Perpetual Access” content, SAGE shall provide Licensee with either perpetual online access to the Licensed Materials that were available up to the date of the breach, or in the alternative, a copy of the Licensed Materials accessible up to the date of breach in machine-readable mutually-acceptable format. All post-termination access shall be subject to the terms of this Agreement. In the event of early termination permitted by this Agreement, Licensee shall be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee on their behalf for any remaining period of the Agreement from the date of termination. Termination of access and use with regard to one Institution shall not affect the rights of any other Institution or Authorized User whose access and use has not been terminated, to continue to have access and use of the Product and/or the SAGE platform hereunder. Notwithstanding the foregoing, SAGE acknowledges and agrees that an Institution may cancel its subscription after the first year due to non-availability of funds for the subsequent years during the Term. In the event of an Institution’s expressed intent to cancel, Licensee shall provide to SAGE ninety (90) days written of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached intent prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manageractual date of cancellation.

Term and Termination. In any caseThis Agreement is effective as of the Effective Date, if not sooner terminatedand will remain in effect for the duration of the Term, unless terminated by either Party pursuant to Clause 5 of this Agreement. Thereafter, this Agreement shall expire at will automatically renew for additional one (1) year periods (each a “Renewal Term”), unless terminated earlier by either Party pursuant to this Agreement or unless either Party gives notice of non-renewal to the close other Party no later than thirty (30) days before the end of business on the effective date that Term or the Offering is terminatedthen-current Renewal Term. The Term, together with any and all Renewal Terms, are referred to collectively as the “Total Term.” This Agreement may be terminated terminated: (i) by either Party, if the other Party materially breaches any term of this Agreement, and, where the breach is capable of remedy, the breaching Party fails to remedy the breach within thirty (30) days of receipt of written notice from the non-breaching Party specifying the breach and requiring remedy of it; or (ii) by either party (a) effective immediately upon notice to on written notice, if the other party ceases to conduct business in the event that normal course, becomes insolvent or makes a general assignment for the benefit of creditors, becomes generally unable to pay its debts as they fall due, becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the rights to creditors which is not dismissed within sixty (60) days, or the equivalent occurs in any jurisdiction. If, at any time, the Supplier discontinues the Services or the Customer terminates this Agreement due to the Supplier’s material breach or insolvency (as provided for in the prior paragraph in this Clause 5), the Supplier shall refund to the Customer an amount equal to a pro rata proportion of the Fees to reflect the period of time for which the Services are not provided. Without prejudice to any other party shall have remedy the Supplier may have, if the Customer (i) materially failed breaches (and fails to comply with any material provision remedy such breach within 30 days of a written notice requiring it to do so) the provisions of this Agreement or if any (ii) fails to pay the Supplier within thirty (30) days of the representationsreceipt of the invoice from the Supplier or the Authorised Reseller (unless otherwise specified in the invoice), warrantiesthe Supplier will, covenants or agreements in addition to any other right then available to it, have the right to suspend performance of such party contained herein shall not its obligations under this Agreement immediately until Customer's obligations have been materially complied with fully and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeproperly performed. In any this event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration Supplier will use commercially reasonable efforts to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyresolve the issues causing suspension of the Services. In addition, the Dealer Manager, upon the expiration or Upon termination of this Agreement, shall (a) promptly deposit Agreement for any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.reason:

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at come into force as of the close date of business on its signature by both parties but shall then have retroactive effects as from ________, and shall thereafter remain in effect for the effective date that period of the Offering is terminatedGrant Agreement with respect to the Project. This Agreement may be terminated Either party shall have the right to terminate this Agreement, forthwith by either written notice to the other party, without prejudice to any other remedy, in the event such other party (a) immediately upon notice fails to the other party in the event that the other party shall have materially failed to comply with perform any material provision of its obligations under this Agreement or if any and does not remedy such fault within 30 days form receipt of the representations, warranties, covenants or agreements written notice of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence default or (b) on 60 files or is filed against it a petition of liquidation, or is otherwise unable to meet its financial and business obligations when they become due, or is subject to similar or equivalent procedures. Additionally, the Technion shall have the right to terminate this Agreement at its own discretion by giving the Service Provider a 15 days’ advance written termination notice. In the event of termination, without prejudice to rights and remedies of the Technion under contract or law, the Technion shall pay to the Service Provider only for eligible costs incurred for the Services until such termination notice is received, as well as for unavoidable costs incurred during the 15 days’ termination notice period. The Service Provider shall reimburse any eventoverpayments to the Technion within 30 days after the termination becomes effective. Consideration: As full, exclusive and final consideration for the provision of the Services pursuant hereto, Technion shall pay the Service Provider fees only in respect of the Services actually provided. The amount of the fees, when due, will be determined according to the formulas set forth in Appendix B hereto, plus applicable VAT. The Service Provider shall deliver to Technion the confirmation issued by the tax authorities as to the applicable deduction of tax at source. Service Provider shall furnish Technion with detailed tax invoices and receipts in respect of each payment of fees. The fees payable under this Agreement shall be deemed suspended during paid to the Service Provider on payment terms of “current + 60 days” from the date of furnishing the relevant invoice, drawn up in accordance with the format required by Technion (including the Researcher name, Project Title, Project Number, etc.). Service Provider expressly warrants that the consideration paid to it for the Services pursuant hereto includes all the payments due to it for the Services and that it shall not be entitled to any period for which other payment in addition thereto. No employment relationship: The Service Provider is an independent contractor. The parties do not intend, and this Agreement and the Dealer Manager’s license performance of the Services hereunder shall not be construed to give effect to employment, partnership, joint venture or registration agency relations between the parties. The Service Provider undertakes not to act present any claims against Technion in that regard. The Service Provider confirms that he cannot and does not wish to be employed by Technion, and that he shall perform all Services legally required to establish and maintain his status as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyan independent contractor with an independent business. In additionAccordingly, the Dealer Manager, upon parties expressly declare that no employment relationship exists between TRDF and the expiration or termination of this Agreement, shall (a) promptly deposit any Consultant and/or between TRDF and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesPrincipal. The Dealer ManagerConsultant is responsible for paying the Principal all applicable mandatory payments, at its sole expensesalary, may make social security, pension and retain copies of all such records and documents any other payments required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerlaw.

Term and Termination. In any case, if not sooner terminated, this a. This Agreement shall expire at be remain in full force and effect for a period of five (5) years from the close EFFECTIVE DATE hereof, or until such earlier date as of business on the effective date that the Offering is terminated. This Agreement which it may be terminated as hereinafter provided. If for any reason whatsoever the relations between the parties hereto shall continue beyond the said term hereof without formal written agreement as to the terms and conditions thereof, such continue of relations shall not be deemed a renewal or extension of said term beyond the said expiration date and the same shall be subject to immediate termination upon notice by either party (a) immediately upon notice to the other, but shall in all other respects be deemed to be subject to terms and conditions identical with those contained herein. b. If either party in hereto shall fail to perform any of the event that obligations imposed upon it hereunder, the other party shall have materially failed the right as its option, to comply with terminate this Agreement immediately by giving notice. In the event of a termination for cause hereunder, MANUFACTURER reserves the right to purchase from the DISTRIBUTOR and the DISTRIBUTOR shall sell to MANUFACTURER any material provision PRODUCTS not sold which the DISTRIBUTOR may have on hand, at the time of such termination. c. Independently of any violation of the provisions of this agreement, either party hereto may terminate this Agreement at any time and without cause, by giving the other party at least thirty (30) days notice of its election to do so. In the event of such termination by MANUFACTURER without cause, MANUFACTURER at its option may re-purchase DISTRIBUTOR's inventory of the PRODUCTS at fair market value to be determined at MANUFACTURER's sole discretion. d. Upon termination or expiration of this Agreement for any cause whatsoever, MANUFACTURER will, subject to all the terms hereof, complete its obligations hereunder as to any orders received from the DISTRIBUTOR and accepted by MANUFACTURER prior to the termination or if expiration of this Agreement. Thereafter, MANUFACTURER or a new Distributor may complete any transaction inaugurated by DISTRIBUTOR but not therefore resulting in an accepted order. Upon such termination or expiration the DISTRIBUTOR shall immediately discontinue all promotion and advertising with respect to the PRODUCTS. e. Neither the expiration nor termination of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall release DISTRIBUTOR from the obligation to pay any sum then may be deemed suspended during owing MANUFACTURER or from the obligation to perform any period for which other duty or to discharge any other liability that has been incurred prior thereto. Subject to the Dealer Manager’s license or registration to act as a broker dealer provisions of the immediately preceding sentence, however, neither party shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon reason of the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Agreement be liable to the Company all records and documents other for compensation or damage on account of the loss of present or prospective profits on sales or anticipated sales, or expenditures, investments or commitments made in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained connection therewith or in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate connection with the Company to accomplish any orderly transfer establishment, development or maintenance of management of the Offering to a party designated by the Company. Upon expiration DISTRIBUTOR's or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is MANUFACTURER'S business or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managergoodwill.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at commence as of the close of business on date hereof end and shall continue in force and effect beginning from the effective date that the Offering first Purchased Account is terminated. This Agreement may be terminated by either party purchased and continuing for a period of twelve (a12) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with months (Initial Term) and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during automatically renewed for successive periods of one (1) months (Renewal Term) unless terminated as follows: Seller may terminate this agreement by so notifying Purchaser in writing 30 days before the end of any period for which the Dealer Manager’s license Initial or registration to act as a broker dealer shall be revoked or suspended by any federalRenewal term hereof, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached all of Purchaser's security interests in assets of Seller as provided for in this Factoring Agreement and otherwise and all other rights pursuant to Paragraphs 5 and 8 above shall survive such termination until all of Seller's obligations to Purchaser have been paid in full and discharged. Any and all of Seller's representations, agreements, covenants, obligations, liabilities and undertakings under this Agreement or any collateral agreements existing prior to such expiration or termination, the Company any termination hereof shall not be affected by a termination of this agreement and shall survive such termination. Seller agrees that if Purchaser has not purchased Accounts during any Initial or Renewal Term hereof which, in the aggregate, exceed $ n/a (Minimum Amount), Seller agrees to pay to Purchaser, on demand, an additional amount equal to what the Charges provided for elsewhere herein would have been on said Minimum Amount assuming the number of days from the date of purchase of said Minimum Amount until receipt of payment of said Minimum Amount is n/a days, less the actual Charges paid by Seller to Purchaser during said Initial or Renewal Term. Seller will not, during the term of this Agreement, sell, transfer, pledge, create a security interest in or hypothecate any such compensation and reimbursements of its Accounts to the Dealer Managerany party other than Purchaser.

Term and Termination. In any case(a) The terms of this Agreement shall begin on the Effective Date, if and 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 sooner terminatedless than sixty (60) days prior to the expiration of the Initial Term, this Agreement shall expire automatically renew for successive one (1) year terms (each a "RENEWAL TERM"). During any Renewal Term, either party may terminate this Agreement, effective at the close end of business on such Renewal Term by notice of termination given not less than sixty (60) days prior to the effective date that the Offering is terminatedexpiration of such Renewal Term. (b) This Agreement may be terminated by either a party for cause immediately by written notice upon the occurrence of any of the following events: (ai) immediately upon notice to if the other party 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 event that 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 party shall have materially failed to comply with 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 of such proceeding is instituted against the representationsother and not dismissed within thirty (30) days. (c) Notwithstanding anything to the contrary in Section 9(b), warranties, covenants or agreements of such party contained herein (i) CMSI shall not have been materially complied with terminate this Agreement so long as any Shared Financial Institution is subscribing to the Service via the CMSI System and such failure to comply is not cured within ten (10ii) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended automatically terminate if during any period for which Renewal Term the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyparties have no Shared Financial Institutions. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager10.

Term and Termination. In any case, if not sooner terminated, this The Term of the Agreement shall expire at is one year from the close date of business on the effective date that the Offering is terminatedexecution by both parties. This Agreement may be terminated by either party at any time, with or without cause, upon ninety (a90) immediately upon days prior written notice to the other party party. SERENIGY may immediately terminate this Agreement upon written notice to Importer, in the event that (1) Importer breaches any of its warranties, acknowledgments, or obligations herein; (2) there is a material adverse change in Importer's ability to function as a going concern and conduct its operations in the other party normal course of business; (3) Importer makes an assignment for the benefit of creditors, sells all or substantially all of its assets or voting stock, Importer is liquidated or otherwise dissolved, becomes insolvent, is adjudicated bankrupt, or a receiver, trustee or custodian is appointed for Importer; or (4) Importer is convicted of a crime under the laws of the Territory. Upon termination the parties shall have materially failed follow the procedure given in the Importers’ Handbook. The parties agree that any violation of Paragraphs 11-15 shall constitute irreparable injury to comply with any material provision SERENIGY and SERENIGY and damage to their core business interests. In such case SERENIGY shall be entitled to immediate termination of this Agreement or if any of the representationsand to obtain injunctive relief, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written noticeother equitable and legal remedies and damages. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, The parties agree that upon the expiration or termination of this AgreementAgreement for any reason, shall (a) promptly deposit any all rights and registrations to all funds in its possession which were received products marketed by SERENIGY will be immediately transferred from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver Importer to SERENIGY without further compensation to the Company Importer. Furthermore, the parties agree that upon the establishment of a SERENIGY office in the territory, all records rights and documents in its possession which relate registrations to all products marketed by SERENIGY will be immediately transferred to SERENIGY without further compensation to the Offering which are not designated as dealer copiesImporter. The Dealer Manager, at its sole expense, Importer may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in immediately terminate this Agreement shall prevent upon written notice to SERENIGY, in the Dealer Manager from disclosing event that (1) SERENIGY breaches any such information of its warranties, acknowledgments, or obligations herein; (2) there is a material adverse change in SERENIGY’s ability to any regulatory authority asserting jurisdiction over function as a going concern and conduct its operations in the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer normal course of management of the Offering to business; (3) SERENIGY is liquidated or otherwise dissolved, becomes insolvent, is adjudicated bankrupt, or a party designated by the Company. Upon expiration receiver, trustee or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement custodian is appointed for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerSERENIGY.

Term and Termination. In any case, if not sooner terminated, (a) The provisions of this Agreement shall expire at the close of business be effective on the effective date first above written, shall continue in effect for a period of two years ("Initial Term") from that date and shall continue in force for successive one year terms thereafter ("Renewal Term"), unless otherwise terminated as provided herein subject to the Company’s board of trustee (“Board”) approval. The resignation of the Chief Compliance Officer for any reason as contemplated in Section 2(b) above will not be a violation of any part of this Section 7 and any cure provision or other remedy discussed in this Section 7 will not be applicable. In other words, if the Chief Compliance Officer resigns for any reason as contemplated in Section 2(b) the provisions of this Section 7, the Company has no rights or ability to take any legal or other action against CCO3. In addition, CCO3 shall have the right to terminate this Agreement immediately if CCO3, in its sole discretion, believes that the Offering is terminated. This Agreement may be terminated by either party Company (ai) immediately upon notice to the other party in the event that the other party shall have materially has failed to comply with any Applicable Securities Laws or (ii) has failed to disclose material provision information regarding the Company or its compliance program . In additon CCO3 shall have the right to terminate this Agreement immediately if CCO3, in its sole discretoin believes there has been a material deviation by the Company from the terms of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply that is not cured within ten (10) days after the date of caused by such occurrence Chief Compliance Officer or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agencyCCO3. In addition, the Dealer ManagerCCO3 and the Chief Complinace Officer shall have reasonable discretion to resign from his or her Company or its Other Providers to make an informed determination regarding any of the matters listed above. CCO3 may also immediately terminate this Agreement if the Company fails to maintain the insurance coverage and indemnification contemplated in Section 2(b) hereof. If the Chief compliance Officer resigns for any reason, upon or if CCO3 terminates this agreement for any reason, all regular monthly payment obligations, not yet due, of the expiration Company are immediately terminated. If the Independent Trustees determines that the CCO is not adequately performing his or her duties, CCO3 may propose one or more persons as an alternative CCO, however the authority to select the CCO shall remain the soley that of the Independent Trustees . Any party may terminate this Agreement at any time by giving the other parties at least sixty (60) days' prior written notice of such termination specifying the date fixed therefore, and the Company’s payment obligations terminate as of the termination date. If, however, this Agreement is terminated by the Company during the first nine months and the Company hires a full time, in-house Chief Compliance Officer, the Company shall make a one-time cash payment to CCO3 in consideration of services provided under this Agreement, and not as a penalty, equal to $50,000. The Company shall reimburse CCO3 for any out-of-pocket expenses and disbursements ("out-of-pocket expenses") reasonably incurred by CCO3 in connection with the services provided under this Agreement within 30 days of notification to the Company of such out-of-pocket expenses regardless of whether such out-of-pocket expenses were incurred before or after the termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at commences as of the close earliest of business the date (i) so indicated on the effective date that first page; (ii) executed by the Offering is terminated. This Agreement may be plan sponsor; or, (iii) funds are deposited with MassMutual or the trustee/custodian, and continues until terminated by either party (a) immediately upon notice to party. At any time, MassMutual or the Plan Sponsor may terminate this Agreement by providing the other party written notice of its intent. Appointment of a successor recordkeeper by the Plan Sponsor effectively terminates this agreement. If the Plan is solely funded by a group annuity contract, then this agreement terminates coincident with the termination of the group annuity contract. Otherwise, the termination is effective sixty (60) days from the date this notice is received by the other party, unless the parties select another date mutually agreeable to both. If the Plan Sponsor is terminating this agreement because it objects to an amendment by MassMutual, it may terminate the Agreement by delivering thirty (30) days notice to MassMutual. MassMutual will continue to provide administrative services through the termination date, will be entitled to fees, and will cooperate in the event conversion of the Plan to the new recordkeeper to the extent mutually agreeable to both parties. On and after the termination date, contributions to, withdrawals from, and transfers between funds maintained with respect to this Agreement will not be permitted. As of a date not later than Ninety (90)* days following the termination date, MassMutual will withdraw the value of the affected participants’ accounts from the investments made under this Agreement and will deliver the proceeds of such withdrawal to, or as directed by, the Plan Sponsor provided that the MassMutual will first be entitled to deduct from such proceeds any administrative or other party fees then due to MassMutual. It shall have materially failed to comply with any material provision not be a breach of this Agreement if MassMutual fails to make a withdrawal and/or deliver proceeds, as provided for above, due to an unscheduled market closure or if any other event beyond MassMutual’s reasonable control, provided MassMutual makes such withdrawal and/or delivers such proceeds as soon as reasonably possible following such event. Termination of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver contract issued to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to Plan Sponsor by MassMutual will be retained governed solely by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay contract. MassMutual will provide any such compensation and reimbursements outstanding reports to the Dealer ManagerPlan Sponsor within ninety (90) days of the termination date. Information regarding the form 5500 will be provided as required by law which may be later than stated above.

Term and Termination. In any case, if not sooner terminated, this 6.1 This Agreement shall expire at the close of business on the effective date that the Offering is terminatedremain in full force and effect until terminated as hereinafter provided. This Agreement may be terminated by either party (a) immediately upon notice to the other party Licensor in the event that the other party Licensee shall have materially failed be in material breach of any provisions hereof and shall fail to comply with any remedy such material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured breach within ten thirty (1030) days after receiving written notice thereof from the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without accelerationLicensor; provided, however, that if that, notwithstanding the Minimum Offering foregoing, this Agreement may not be terminated by the Licensor if, with respect to a material breach which is not reached prior to incapable of cure during such expiration or termination30 day period, after such 30 day period, the Company Licensee is continuing to be diligently and in good faith seeking to cure such failure, but in any event such attempt to cure shall not pay exceed a six (6) month period, commencing upon the date of receipt by the Licensee of the Licensor's notice of material breach. All rights and licenses granted under or pursuant to this Agreement by the Licensor to the Licensee are, and shall otherwise be deemed to be, for purposes of 11 U.S.C. 365, licenses of "intellectual property" as defined under 11 U.S.C. 101 (56). If a judgment is entered into against the Licensee in regards to any bankruptcy proceedings, for its own account, under the Bankruptcy Code, or should the Licensee dissolve and/or wind up its business and affairs, this Agreement shall terminate. The Parties further agree that, in the event of a commencement of a bankruptcy proceeding by or against the Licensor under the Bankruptcy Code, the Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) the Licensed Software and any such compensation intellectual property and reimbursements all embodiments of the Licensed Software and such intellectual property, and same, if not already in its possession, shall be promptly delivered to the Dealer ManagerLicensee (i) upon any such commencement of a bankruptcy proceeding, upon written request therefor by the Licensee, unless the Licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Licensor upon written request therefor by the Licensee.

Term and Termination. In This Agreement will begin on the Effective Date and remain in effect up to and including December 31, 2019, unless it is earlier terminated by mutual agreement or as otherwise provided herein. Although Licensee may obtain the Marks prior to July 16, 2018, Licensee agrees not to use the Marks, except for planning purposes, before this date. Licensor shall have the right to terminate this Agreement at any casetime, upon written notice to Licensee, if Licensee fails to (1) maintain the quality of the Licensed Use in accordance with the provisions hereof; (2) follow Licensor’s instructions regarding the appropriate display and use of the Marks; or (3) perform or comply with any term, condition, or standard set forth in this Agreement, and if such failure is not sooner terminated, cured within thirty (30) days after Licensor provides written notice of such failure to Licensee. Licensor may terminate this Agreement shall expire at the close of business on the Licensor’s option, effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision Licensee from Licensor upon occurrence of this Agreement or if any of the representationsfollowing: (i) The reorganization, warrantiesconsolidation or merger of Licensee or of another entity into Licensee, covenants or agreements the transfer of such party contained herein shall not have been materially complied with and such failure all or substantially all of the assets of Licensee to comply is not cured within ten (10) days after the date of such occurrence another entity; or (bii) on 60 days’ written noticeLicensee becomes the subject of any voluntary or involuntary bankruptcy, receivership or other insolvency proceedings or makes an assignment or other arrangement for the benefit of its creditors or initiates dissolution or liquidation proceedings. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon Upon the expiration or termination of this Agreement, Licensee shall (a) promptly deposit cease to use the Marks in any manner and all funds shall not thereafter use the Marks or any other trade name or trademark comprised in its possession which were received whole or in part of any Xxxx or that is similar to any Xxxx. Licensee hereby acknowledges the irreparable harm that Licensor will incur from investors for any unauthorized use of the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copiesMarks. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, Licensee expressly agrees that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing notwithstanding any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon termination or expiration or termination of this Agreement, Licensor, in addition to all other remedies, shall be entitled to seek temporary, preliminary and permanent injunctive relief to prohibit the Company shall pay to unlawful or unauthorized use of the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer ManagerMarks.

Term and Termination. In any case, if not sooner terminatedUnless earlier terminated pursuant to the terms hereof, this Agreement shall expire at continue in full force and effect until the close of business on the effective date that the Offering is terminatedScheduled Maturity Date. This Agreement may be terminated by either Any party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representationsmay, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the expiration of 180 days from the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver terminate this Agreement upon giving to the Company all records and documents other at least thirty (30) days’ prior written notice of termination by registered or certified mail given as provided in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration13(h); provided, however, that as a condition precedent to Provider’s termination of this Agreement prior to the expiration of the Term pursuant to the foregoing, Provider shall have paid to PHCC a Prepayment Fee in the following amount: (1) if the Minimum Offering is not reached effective date of such termination occurs prior to the first anniversary of the effective date of this Agreement, two percent (2.0%) of the Maximum Aggregate Loan Amount in effect on the effective date of the termination; and (2) if the effective date of such expiration termination occurs after the first anniversary of the effective date of this Agreement but prior to the Scheduled Maturity Date, one percent 1.0% of the Maximum Aggregate Loan Amount in effect on the effective date of the termination. .PHCC shall have the right to terminate this Agreement, by written notice to the Provider, at any time during which an Event of Default hereunder has occurred and is continuing. Termination, however, shall not relieve or terminationdischarge the Provider of its duties, obligations or covenants hereunder until all of the Provider’s obligations to PHCC have been satisfied or paid in full, and all of the terms, provisions and conditions of this Agreement and the Provider Agreements shall remain in effect. If, after receipt of any payment of all or any part of the Provider’s obligations hereunder, PHCC is for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, impermissible setoff or a diversion of trust funds, or for any other reason, this Agreement shall continue in full force and the Provider shall be liable to PHCC for, and shall indemnify and hold PHCC harmless for, the Company amount of such payment surrendered. The provisions of this Section 11 shall not pay be and remain effective notwithstanding any contrary action which may have been taken by PHCC in reliance upon such payment, and any such compensation contrary action so taken shall be without prejudice to PHCC’s rights under this Agreement and reimbursements shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this Section 11 shall survive the Dealer Managertermination of the Agreement.

Term and Termination. The agreement will come into effect within 24 hours of the Decommissioning and shall remain in effect unless and until terminated as provided below. - The Alternative Facility has been provided in accordance with a time schedule to be agreed and subject to acceptance of the Alternative Facility by PGR, which shall not unreasonably be withheld. - The date of Decommissioning shall be agreed and confirmed by both parties, on not less than 60 days' prior notice. In the event of Decommissioning occurring without a 60-day agreed notification period, the agreement shall commence within 60 days of Decommissioning. - PGR may suspend treatment of PGR Ore by giving BGL not less than thirty (30) days' written notice thereof. - In the event PGR is unable to give the required notice, it will reimburse BGL for all reasonable costs incurred to demobilise the weighing, sampling and transportation arrangements. - For the period of the suspension, PGR will reimburse BGL for all reasonable costs, including, but not limited to, security, transportation standby, care and maintenance, etc. - PGR may terminate the agreement at any casetime by giving 30 days' written notice to BGL, if not sooner terminatedwhereupon BGL shall be released (1) from all future obligations to purchase or treat PGR Ore and (2) from any obligation to provide an Alternative Facility as defined in the agreement to which this is a Schedule. - BGL may terminate the agreement at any time by giving 30 days' written notice to PGR, this Agreement which shall expire at specify that an the close of business Alternative Facility as defined in the agreement is now available, whereupon the agreement shall terminate on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice specified in such notice, subject only to the other party in acceptance of the Alternative Facility by PGR, which shall not unreasonably be withheld. - In the event that the other party shall have materially failed PGR fails to supply PGR Ore or to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant the definition set out above under "BGL Obligations" averaged over a three-month period, BGL shall be entitled to terminate the terms agreement and be released from its obligations. - Either party may terminate the agreement upon the bankruptcy or insolvency of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerother.

Term and Termination. In any case, if not sooner terminatedThe initial term of this Agreement shall be for the term of one (1) year (the "Initial Term") commencing on the date this Agreement is accepted by authorized officers of Third-Party Processor. At the expiration of the Initial Term, this Agreement shall expire will automatically renew for successive one (1) year periods ("Renewal Term") unless a party provides the other parties with notice of its intent not to renew this Agreement at least thirty (30) days’ prior to the close expiration of business on the effective date that the Offering is terminatedthen current term. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply Processor or Merchant at any time with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 30 days’ written noticenotice or as otherwise provided by the terms of this Agreement. In Notwithstanding Processor’s rights to terminate this Agreement as stated elsewhere in this Agreement, Third-Party Processor may immediately suspend all processing for Merchant without providing advance written notice to Merchant: (1) upon the request of the ODFI or any eventregulatory agency (regardless of the reason for the request); (2) if Processor, the ODFI or any regulatory agency believes that Merchant is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if Processor is unable to process transactions for Merchant for any reason that is out of Processor’s control or Processor no longer has the ability to process transactions for Merchant. Finally, if Merchant and Split Limit terminate their separate contractual relationship for Split Limit’s Services, Split Limit shall immediately provide notice of such termination to Third-Party Processor and Merchant’s ability to initiate further ACH Entries shall cease and this Agreement shall be deemed suspended during any period for which terminate. Immediately upon termination of the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended Agreement, whether by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or otherwise and whether or not the Agreement was terminated for cause, Processor’s obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Payment for any services rendered or any other obligation or liability owing at the time of termination shall not be affected by termination of this Agreement. At the time of termination, shall (a) promptly deposit any and Processor will place all unsettled funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required due to be retained by the Dealer Manager pursuant settled into a Reserve Account to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained be released in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate accordance with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination RESERVE ACCOUNT paragraph of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at continue in effect until either (1) terminated by you by destroying the close Software and its documentation together with all copies or (2) terminated by Métier 2000 by notice in writing to you if you are in breach of business any of its terms and conditions. Upon termination for whatever reason you shall immediately destroy all copies of the Software and its documentation including any Software stored on the effective date hard disk of any computer in your possession, power or control. LIMITED WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS AS TO QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT MÉTIER 2000, MÉTIER 2000'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. Xxxxxx 0000, Xxxxxx 2000's subsidiaries and affiliates, their distributors and dealers do not warrant that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party functions contained in the event Software will meet your requirements or that the other party shall have materially failed to comply with any material provision of this Agreement or if any operation of the representationsSoftware will be uninterrupted or error free. However, warranties, covenants Métier 2000 or agreements Métier 2000's subsidiary warrants a medium on which the Software is stored to be free from defects in materials and workmanship under normal use for a period of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten ninety (1090) days after from the date of such occurrence you obtained the same as evidenced by a receipt or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerotherwise.

Term and Termination. In any caseThis Agreement shall commence on the Effective Date, if not sooner terminatedand shall remain in effect for two (2) years, unless earlier terminated as set forth in this Agreement shall expire at (the close of business on the effective date that the Offering is terminated. This "Term" In addition to any other right or remedy available to a party under this Agreement may be terminated by or otherwise, either party (a) immediately upon notice to may terminate this Agreement if the other party in the event that the other party shall have materially failed to comply with breaches any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is has not cured the breach within ten thirty (1030) days after receipt of written notice of the date of such occurrence breach from the nonbreaching party, which notice shall describe, with as much particularity as possible, the alleged material breach. DLMSI, may alter, modify, or suspend the SkyMiles Program at any time without notice. DLMSI may terminate the SkyMiles Program upon giving six (b6) on 60 days’ months advance written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license DLMSI or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of Company may terminate this Agreement, shall (a) promptly deposit any without cause and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account orterminating party's convenience, if the Minimum Offering has been reached, into such other account as the Company may designate; and effective forty-five (b45) promptly deliver days following written notice to the Company all records and documents other party. Except for payments specifically set forth in its possession which relate Section 9(f), neither party shall be liable to the Offering which are not designated as dealer copiesother for any damages, including lost anticipated profits or benefits, on account of such a termination. The Dealer ManagerIn the event of termination of Company's participation in the SkyMiles Program for any reason, at its sole expense, may make and retain copies of all such records and documents required to be retained by including the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon termination or expiration or termination of this Agreement, the parties shall jointly notify affected Members of the pending discontinuation. At no time during the Term or thereafter shall Company make targeted solicitations to Company customers who were acquired via SkyMiles Program acquisitions channels to join any program or service provided by Company, which program or service is co-branded, cross-marketed, or associated in any way with any other airline. Mass mailings, media marketing and advertising shall not be considered a targeted solicitation pursuant to this provision. For a period of six (6) months from the time of such notice of discontinuation to Members, Delta shall continue to award Delta Miles to Members who were participants in the Incentive Program at the time of such discontinuation and who earned Delta Miles under the Incentive Program before the effective date of termination, and Company shall pay with respect to such Delta Miles, in accordance with the Dealer Manager all earned but unpaid compensation and reimbursement terms of this Agreement. In the event of termination of Company's participation in the SkyMiles Program for all incurredany reason, accountable compensation to which including the Dealer Manager is termination or becomes entitled under Section 5 expiration of this Agreement, including but not limited Company shall pay DLMSI the total amount owing for Delta Miles earned or awarded prior to the effective date of termination in accordance with the formula set forth in Exhibit B. Any shortfall in Company's Promotional Materials and Advertising commitment in Exhibit E shall be invoiced by DLMSI to Company. Company shall pay such revenue guarantee shortfall and recalculated invoices, if any, within thirty days of the effective date of termination. During any period after which notice of termination has been given by either party, and prior to termination of Company's participation in the SkyMiles Program, except as otherwise provided in this Agreement, each party shall continue to fulfill its respective obligations under this Agreement, unless otherwise prohibited by law, and shall cooperate in the orderly wind-down of Company's participation in the SkyMiles Program. Articles 1, 6, 7, 8, 11, and 14 through 19 shall survive termination or expiration of this Agreement, in addition to any Distribution Feesprovisions which by their nature should, pursuant to the requirements or by their express terms do, survive or extend beyond termination or expiration of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Managerthis Agreement.

Term and Termination. In This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any caseagreements entered into in connection with the Plan (including this Agreement), if not sooner terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days’ written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or if any by vote a majority of the representationsoutstanding voting securities of the Company, warranties, covenants or agreements of such party contained herein shall on not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on more than 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver notice to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Distribution Manager. The Dealer Manager shall use This Agreement will automatically terminate in the event of its reasonable best efforts to cooperate with assignment, as defined in the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Distribution Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided3, however, that if the Minimum Offering is not reached prior to such expiration or termination, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Distribution Manager under Section 4.b. herein, and (b) the Distribution Manager shall not pay any such compensation and reimbursements promptly deliver to the Dealer Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Distribution Manager. The Distribution Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. In any case, if not sooner terminated, this This Agreement shall expire at commence upon the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party Effective Date and shall continue in effect until (a) immediately terminated pursuant to this Section 4 or (b) the date that is fifteen (15) months after the Effective Date, whichever is first to occur (the “Term”). The Company or the Consultant may, at each such party’s option and upon written notice provided to the other party in at least 60 days prior to the event that end of any Term, extend the Term for up to an additional one-year period upon the other party shall have materially failed to comply with party’s written acceptance of such extension. Company may terminate this Agreement at any time without notice if Consultant breaches a material provision of this Agreement and such breach has not been cured within 30 days following written notice or if any of the representations, warranties, covenants or agreements email notice of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended purported breach sent by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish Consultant, if such breach is capable of being cured. Company also may terminate this Agreement at any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration time, upon 30 calendar days written or termination of this Agreementemail notice, the but Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms notice of such Section 5 without accelerationtermination; provided, however, that if this Agreement is terminated by the Minimum Offering is not reached Company prior to such expiration the six (6)-month anniversary of the Effective Date (the “Guaranteed Period”) for any reason other than the gross negligence, recklessness or terminationwillful misconduct of Consultant or Consultant’s employees, contractors and agents, or Consultant’s willful refusal or failure to substantially perform the Services (each, “Company Good Reason”), all Service Fees (as defined in the Statement of Work) due and owing for the remainder of the Guaranteed Period shall be payable according to the same payment schedule set for in the Statement of Work. In addition, in the event the Company shall not pay terminates this Agreement for any such compensation and reimbursements reason other than a Company Good Reason any time prior to the Dealer Managerfifteen (15)-month anniversary of the Effective Date, all then-unpaid Equity Payments (as set forth on the Statement of Work) shall immediately vest and become due and payable as of the effective date of such termination. Consultant may terminate the Agreement (i) upon 30 calendar days written notice; (ii) anytime, in the event Company fails to pay the consideration when due and payable in accordance with the terms of this Agreement and such failure has not been cured within thirty (30) days, (iii) the gross negligence, recklessness or willful misconduct of Company or Company’s employees, contractors and agents; or (iv) Company files for bankruptcy. Any termination by Consultant due to any of the reasons specified in subsections (ii) through (iv) shall be referred to as “Consultant Good Reason”. In the event of a termination of this Agreement by Consultant for a Consultant Good Reason, (x) all Service Fees payable for the remainder of the Term shall continue to be paid according to the same payment schedule set for in the Statement of Work and (y) all then-unpaid Equity Payments (as set forth on the Statement of Work) shall immediately vest and become due and payable as of the effective date of such termination by Consultant. Sections 2 through 12 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration of this Agreement. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant.