Common use of Term and Termination Clause in Contracts

Term and Termination. a. This Agreement may be terminated by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1 The term of this Agreement may be terminated by the parties with immediate effect upon occurrence of any commences as of the cases where bankruptcy or concordat proceedings are initiated against one consummation of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable shall continue for three (3) years unless sooner terminated as herein provided. 3.2 If Executive dies during the term of remedythis Agreement, this Agreement shall thereupon terminate, except that the breach is not remedied within Company shall pay to Executive any accrued and unpaid fee due Executive pursuant to Section 2.1 hereof, and all previously accrued but unpaid expense reimbursements at the time of termination, including for. 3.3 The Company reserves the right to terminate this Agreement upon ten (10) business days written notice if, for a continuous or accumulated period of forty-five (45) days during the two years term of this Agreement, Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the obligations of Executive and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.3 based on the days of written notification service prior to the cessation of Executive’s services in conjunction with the breach; or - damages the other Party's nameVesting Schedule, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseand all previously accrued but unpaid expense reimbursements. b. In case 3.4 The Company reserves the right to declare Executive in default of termination this Agreement if Executive willfully breaches or habitually neglects the duties which he is required to perform under the terms of the Service this Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights or if Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to have units and/or products audited and/or approved; - Control Union the Company or its business. The Company may terminate this Agreement for cause by giving written notice of termination to Executive. With the exception of the covenants included in Section 4 below, upon the date of delivery of the written notice of such termination, the obligations of Executive and the Company under this Agreement shall not be obliged to refund the fee which has already been paid by the Client; - Control Union immediately cease. Such termination shall be obliged without prejudice to maintain confidentiality regarding any other remedy to which the Information to the extent possibleCompany may be entitled either at law, except to the extent it must disclose such Information as required by law in equity, or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about thisunder this Agreement. - In the event that of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiontime of termination. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union 3.5 Executive’s employment may also terminate the Agreement be terminated at any time without paying by Executive upon not less than ninety (90) days written notice by Executive to the Board. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any lossaccrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.6 Company may terminate Executive’s employment upon not less than thirty (30) days written notice by Company to Executive. With the exception of the covenants included in section 4 below, damageupon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, indemnity or penal clauseExecutive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof, with 30 days' prior written noticeand all previously accrued but unpaid expense reimbursements at the time of termination.

Term and Termination. a. 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 agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have 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 by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Distribution Manager. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Distribution Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the parties with immediate effect upon occurrence of Company or any officer or trustee of the cases where bankruptcy Company arising from the Distribution Manager’s breach of this Agreement or concordat proceedings are initiated an action that would otherwise give rise to an indemnification claim against one of the partiesDistribution Manager under Section 4.b. herein, proceedings are initiated for and (b) the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Distribution Manager shall promptly deliver to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches Company all records and documents in its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession that relate to the extent possible, except to the extent it must disclose such Information Offering other than as required by law or to be retained by the terms 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 Documents; - Offering to a party designated by the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. The initial term of this Agreement shall commence and be effective as of the date first above written and shall terminate on the fifth anniversary of such date. Thereafter this Agreement shall be renewed for successive one-year terms unless either party provides to the other party written notice of its intent to terminate, with or without cause, at least sixty (60) days prior to the end of the term. Notwithstanding anything to the contrary in this Section a of this Paragraph 10, this Agreement may be terminated early pursuant to Section b of this Paragraph 10. b. This Agreement may be terminated for any reason by either party upon sixty (60) days prior written notice to the parties other party. This Agreement may be terminated with immediate effect cause, as defined below, by either party upon occurrence of any of thirty (30) days prior written notice to the cases where bankruptcy other party, except that in the event that a party becomes insolvent or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesseeks to terminate its existence, or one of in the parties event that any petition in bankruptcy, either voluntary or involuntary, is dissolved or becomes unable filed with respect to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedya party, the breach is not remedied other party may terminate this Agreement effective immediately upon the delivery of written notice. c. Upon either receipt of or mailing of notice of termination of this Agreement, the Representative shall, within ten (10) business working days, submit to Ilios at its home office in Waltham, Massachusetts a written list of outstanding quotations or pending projects originated by the Representative. Ilios shall pay the Representative a commission for such quotations and/or pending projects for which orders and payment are received after termination resulting in shipments in accordance with the following schedule: i. Approved Orders within 30 days of written notification termination shall result in 60% of the breach; or - damages net commission described in Paragraph 5 to the other Party's name, reputation or business Representative. ii. Approved Orders within thirty-one (31) to sixty (60) days of termination shall result in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration 40% of the due date; it may immediately terminate net commission described in Paragraph 5 to the agreement without paying any loss, damage, compensation or penal clauseRepresentative. b. In case iii. Approved Orders within sixty-one (61) to ninety (90) days of termination shall result in 20% of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information net commission described in Paragraph 5 to the extent possible, except Representative. iv. Approved Orders later than ninety (90) days of termination shall result in no commission to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service AgreementRepresentative. d. Control Union It is understood and agreed that if, upon the date of mailing of notice of termination, the Representative is indebted to Ilios, such indebtedness may also terminate partially or wholly be satisfied by offsetting any commissions then due, or thereafter becoming due, to the Representative. e. It is further understood and agreed that the Representative waives any commissions under Section c of Paragraph 10 if, as agent for a competitor of Ilios, the Representative attempts to secure for such competitor orders for products and services covered by the specific quotation and/or projects referenced in Section c of this Paragraph 10. f. Cause for termination shall mean (a) breach by either party of its obligations under this Agreement at or (b) in the case of the Representative, (i) failure to meet any time without paying any losssales quota set for in Appendix “F” or (ii) failure to maintain positive working relationships, damage, indemnity or penal clauseas demonstrated in the quarterly review of the Representative's performance pursuant to Section m of Paragraph 9, with 30 days' prior written noticeutilities, customers or other entities important to Ilios's business within the Territory.

Term and Termination. a. 8.1 This Agreement may be terminated by any Party with or without cause on sixty (60) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the parties Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with immediate effect respect to any Portfolio based upon occurrence the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 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 any of the Portfolio’s shares are not 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 that are 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 under any successor or similar provision, or if the Company reasonably believes that any such 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 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. 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 its or their, as applicable, 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 for cause on not less than thirty (30) days’ prior written notice to the other Parties, unless any of the other Parties has cured such cause within thirty (30) days of receiving such notice, for any one of the following reasons: (a) a change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Fund that describe the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the cases where bankruptcy or concordat proceedings are initiated against one Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the parties, proceedings are initiated for the liquidation of one of the parties, Contracts to current or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breachprospective purchasers; or - damages (ii) materially or adversely alters the other terms or conditions of such Party's name, reputation or business ’s participation in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration subject matter of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausethis Agreement. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the Service Agreement; - all rights continued tax status thereof and the payment of benefits thereunder, with respect to a Portfolio and the Client resulting from the Service Agreement corresponding subaccount of each Account. 8.12 Each party’s obligations under Section 10 (Indemnification), Section 10.4 (cooperation), and Section 10.7 (confidentiality) shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall survive and not be obliged to refund the fee which has already been paid affected by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive any termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 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 agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have 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 by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay to the Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and 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 parties with immediate effect upon occurrence of Company or any officer or trustee of the cases where bankruptcy Company arising from the Managing Dealer’s breach of this Agreement or concordat proceedings are initiated an action that would otherwise give rise to an indemnification claim against one of the partiesManaging Dealer under Section 4.b. herein. Upon termination, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Managing Dealer shall promptly deliver to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches Company all records and documents in its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession that relate to the extent possible, except to the extent it must disclose such Information Offering other than as required by law or to be retained by the terms Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Documents; - Offering to a party designated by the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 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 agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 30 days’ written notice or immediately upon notice to the other party in the event that such other party shall have 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 by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Managing Dealer or the Advisor. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay to the Managing Dealer any remaining balance of the Managing Dealer Fees not yet paid at such time and 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 Managing Dealer Fees through such termination date, offset by any losses suffered by the parties with immediate effect upon occurrence of Company or any officer or trustee of the cases where bankruptcy Company arising from the Managing Dealer’s breach of this Agreement or concordat proceedings are initiated an action that would otherwise give rise to an indemnification claim against one of the partiesManaging Dealer under Section 4.b. herein. Upon termination, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Managing Dealer shall promptly deliver to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches Company all records and documents in its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession that relate to the extent possible, except to the extent it must disclose such Information Offering other than as required by law or to be retained by the terms Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Documents; - Offering to a party designated by the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1. The term of this Agreement commences as of January 1st 2005 and shall continue until January 1st 2008 unless sooner terminated as herein provided. 3.2. If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the legal representative of Executive's estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive's death (or the scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.3. If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then the Company, at its option, may be terminated terminate this Agreement by written notice to Executive (the "Disability Notice") delivered prior to the date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the parties Company with immediate effect upon occurrence the consent of the Executive which consent shall not be unreasonably withheld) who certifies in a written report to the Board with a copy of such report delivered simultaneously to Executive that Executive is and shall be incapable of performing his duties for in excess of two additional months because of the continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company (a) shall make a payment to Executive of a pro rata allocation of payments under Section 2.2 based on the days of service during the year in which the Disability Notice is delivered and (b) shall pay to Executive the base salary due Executive pursuant to Section 2.1 hereof through the second anniversary of the date of such notice (the "Disability Period"), less any amount Executive receives for such period from any Company-sponsored or Company-paid for source of insurance, disability compensation or governmental program. The Company shall also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.4. The Company, by notice to Executive, may terminate this Agreement for cause. As used herein, "cause" shall include (a) the refusal in bad faith by Executive to carry out specific written directions of the Board, (b) intentional fraud or dishonest action by Executive in his relations with the Company ("dishonest" for these purposes shall mean Executive's knowingly making of a material misstatement to the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an act of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, significant moral turpitude after appeal or the business is partially period for appeal has elapsed without an appeal being filed by Executive. Notwithstanding the foregoing, no "cause" for termination shall be deemed to exist with respect to Executive's acts described in clause (a) or completely left (b) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the administration existence of "cause"), specifying the liquidator"cause" with particularity and , bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten twenty (1020) business days after such notice, Executive shall not have disputed the Board's determination or in reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such "cause," provided, however, that a repeated breach after notice and cure, of written notification any provision of clause (a) or (b) above, involving the breach; same or - damages the other Party's namesubstantially similar actions or conduct, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does shall be grounds for termination for cause upon not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving less than five (5) days additional notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1. The term of this Agreement commences as of ____ 2006 and shall continue until _____ 2009 unless sooner terminated as herein provided. 3.2. If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive’s death (or the scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.3. If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then the Company, at its option, may be terminated terminate this Agreement by written notice to Executive (the “Disability Notice”) delivered prior to the date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the parties Company with immediate effect the consent of the Executive which consent shall not be unreasonably withheld) who certifies in a written report to the Board with a copy of such report delivered simultaneously to Executive that Executive is and shall be incapable of performing his duties for in excess of two additional months because of the continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company (a) shall make a payment to Executive of a pro rata allocation of payments under Section 2.2 based on the days of service during the year in which the Disability Notice is delivered and (b) shall pay to Executive the base salary due Executive pursuant to Section 2.1 hereof through the second anniversary of the date of such notice (the “Disability Period”), less any amount Executive receives for such period from any Company-sponsored or Company-paid for source of insurance, disability compensation or governmental program. The Company shall also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.4. The Company, by notice to Executive, may terminate this Agreement for cause. As used herein, “cause” shall include (a) the refusal in bad faith by Executive to carry out specific written directions of the Board, (b) intentional fraud or dishonest action by Executive in his relations with the Company (“dishonest” for these purposes shall mean Executive’s knowingly making of a material misstatement to the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an act of significant moral turpitude after appeal or the period for appeal has elapsed without an appeal being filed by Executive. Notwithstanding the foregoing, no “cause” for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or (b) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the existence of “cause”), specifying the “cause” with particularity and, within five (5) business days after such notice, Executive shall not have disputed the Board’s determination or taken action to cure or eliminate prospectively the problem or thing giving rise to such “cause,” provided, however, that a repeated breach after notice and cure, of any provision of clause (a) or (b) above, involving the same or substantially similar actions or conduct, shall be grounds for termination for cause upon not less than five (5) days additional notice from the Company. 3.5. The Executive, by notice to the Company, may terminate this Agreement if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred following circumstances without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' Executive’s prior express written notice.consent:

Term and Termination. a. This 9.1. An Agreement is concluded for an indefinite period of time and ends upon completion of the Services, unless the Agreement is terminated earlier as provided in Article 9.2. 9.2. Each Party may be terminated by the parties forthwith terminate this Agreement with immediate effect upon occurrence of and without prejudice to any of the cases where bankruptcy its other rights under this Agreement, and in addition to any other remedies available to it by law or concordat proceedings are initiated against one of the partiesin equity, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left by registered letter to the administration of other Party in the liquidatorevent that: i. the other Party fails to comply with its material obligations arising from the Agreement and, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is if capable of remedy, the breach is not remedied within ten thirty (1030) business days after receipt of a written notification notice from the other Party by registered letter specifying the nature of the breach; or - damages , and stating its intention to terminate this Agreement if such breach is not cured; ii. the other Party's nameParty becomes or is declared insolvent or a petition in bankruptcy has been filed against it or in the event a receiver or custodian is appointed for its business, reputation or if a substantial portion of its business in any way; - is subject to attachment or similar process and such application, assignment, commencement, filing, or corporate action continues for, and/or is not otherwise discharged or withdrawn on or before, a period of thirty (30) days. 9.3. If Service provider terminates the Agreement pursuant to Section 9.2 above, the Client misuses is obliged to pay the services obtained from Control Union in fee for any way; - If Services rendered by Service provider until the effective date of termination. The Client does not pay any amount owed shall, furthermore, reimburse to Control Union within one month Service provider all costs that will be reasonably incurred by Service provider after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case effective date of termination of the Agreement pursuant to commitments entered into by Service Agreement by Control Union: - provider prior to the Client effective date of termination provided, however, that Service provider will use commercially reasonable efforts to mitigate such costs. 9.4. The terms of Article 6.3, 7, 8, 9.4, 10 and 13 of these General Terms and Conditions shall upon receiving notice survive for an indefinite period of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week time after the termination or expiration of the Service Agreement; - all . In addition, any other provisions which are required to interpret and enforce the Parties' rights of and obligations under the Client resulting from the Service Agreement shall terminate with immediate effectalso survive any termination or expiration of this Agreement, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information but only to the extent possible, except to required for the extent it must disclose such Information as required by law or by the terms full observation and performance of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. a) This Agreement will commence on the Effective Date and will continue in force until termination according to the terms of this Agreement. Individual Statements of Work will be effective upon execution by both parties and will continue in force until both parties have fulfilled all of their, Project obligations, or until the earlier termination of such Statement of Work according to the terms of this Agreement. b) This Agreement or an individual Statement of Work may be terminated by immediately upon notice in writing: 1. By either party if the parties with immediate effect upon occurrence other party is in material breach of any of its obligations hereunder and fails to remedy such breach within 30 days of receipt of a written notice by the cases where bankruptcy other party which specifies the material breach. 2. By HP, in the absence of mutual agreement regarding a Change Order which represents a material change under Section 5,b, or concordat proceedings are initiated against one of if Customer fails to pay any sum due under this Agreement within the parties60 day time period specified in Section 4.c. 3. By either party if the other party has a receiver appointed, proceedings are initiated or an assignee for the liquidation benefit of one of the partiescreditors, or one in the event of the parties is dissolved any insolvency or becomes unable inability to pay its debtsdebts as they become due by the other party, or the business is partially or completely left except as may be prohibited by applicable bankruptcy law c) Either party may terminate this Agreement for convenience upon 30 days prior written notice to the administration other party. Any termination of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each this Agreement will not relieve either party materially breaches of its obligations HEWLETT PACKARD CONSULTING SERVICES AGREEMFNT (Deliverables) E3NbitTM02 under this Service Agreement and such breach is capable any Statement of remedy, Work in effect on the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case date of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail this Agreement, unless otherwise mutually agreed to Control Union within one week after the in writing. d) Upon termination of any Statement of Work, Customer will pay HP for all Work performed and charges and expenses incurred by HP up to the Service Agreement; - date of termination, and Customer will receive all rights work in progress for which Customer has paid. Should the sum of the Client resulting from the Service Agreement shall terminate with immediate effectsuch amounts be less than any advance payment received by HP, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to HP will refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possibledifference within 30 days of receipt of an invoice from Customer. a) Sections 4, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval7, shall withdraw these indications and/or letter of approval8, 9, 10 and 12 above, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s faultSection 14 below, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 13.1 This Agreement may shall be terminated by valid and enforceable from the parties with immediate effect upon date of this Agreement unless and until the occurrence of any of the cases where bankruptcy following events: (a) either Party serves to the other Party at least 14 (fourteen) days’ prior written notice declaring its/his intention to terminate this Agreement; (b) a Party may terminate this Agreement by serving a written notice to the other Party: (i) if the defaulting Party breaches or concordat proceedings are initiated against one has breached any provision of this Agreement, Terms & Conditions, violates or fails to comply with any Applicable Law or rules of the partiesSource of Fund, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach has not been remedied within 7 (seven) days from the date of receipt of such notice. (ii) if a Party becomes insolvent, winding up, under any receivership order, bankrupt, business rehabilitation process, enter into any arrangement with its/his creditor(s); or (iii) there is capable any claim or suspension notice in relation to the Account given through Opn Payments by the Source of remedyFund or the Authority. 13.2 Opn Payments shall cease providing the Service to the Merchant and reserves its right to block the withdrawal or transfer function of the Merchant’s Account. The Merchant agrees that: (a) in case there is any Balance remaining in the Account after the effective date of termination, such remaining Balance may be, at its sole discretion of Opn Payments, safekept in the Account for up to 12 (twelve) months from the date of the last transaction and Opn Payments has the right to offset the Balance with any refund, Dispute, reversed payment or any other costs and expenses arising due to the Transaction Amount after termination; (b) in case the remaining Balance under Clause 13.2(a) is insufficient or there is no Balance remained in the Account, the breach is not remedied Merchant shall, within ten 3 (10three) business days of written notification of Business Days, transfer the breach; amount requested by Opn Payments to further handle with the any refund, Dispute, reversed payment or - damages any other costs and expenses arising due to the Transaction Amount after termination. 13.3 The Merchant shall cease to use the other Party's name, reputation ’s intellectual property or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month other proprietary rights after the expiration effective date of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausetermination. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service 13.4 Termination under this Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund affect the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information right of either Party accruing prior to the extent possible, except to the extent it must disclose such Information as required by law or by the terms date of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about thistermination. - In the event that the contract termination of this Agreement is terminated due caused by the failure or breach of this Agreement of a Party, the non-defaulting Party shall be entitled to claim against the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiondefaulting Party. c. Any term that is intended to 13.5 The obligations under Clause 2.4, 3.7, 3.8, 3.9(a), 3.9(b), 4, 5, 7, 10, 11 and 13 shall survive termination of the Service Agreement will survive expiration or termination of the Service Agreementtermination. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 10.01 The initial term of this Agreement may shall be terminated by three (3) years from the parties with immediate effect upon occurrence of any of date first referenced above and the cases where bankruptcy or concordat proceedings are initiated against one appointment shall automatically be renewed for further three years successive terms without further action of the parties, proceedings are initiated for unless written notice is provided by either party at least 90 days prior to the liquidation of one end of the partiesinitial or any subsequent three year period. The term of this appointment shall be governed in accordance with this paragraph, or one notwithstanding the cessation of active trading in the capital stock of the parties is dissolved or becomes unable to pay Company. 10.02 In the event that AST commits any continuing breach of its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its material obligations under this Service Agreement Agreement, and such breach is capable remains uncured for more than sixty (60) days after written notice by the Company (which notice shall explicitly reference this provision of remedythe Agreement), the breach is not remedied within ten Company shall be entitled to terminate this agreement with no further payments other than (10a) business days payment of written notification any amounts then outstanding under this Agreement and (b) payment of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed amounts required pursuant to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseSection 10.05 hereof. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 10.03 In the event that the contract is terminated due Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 above, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, as well as the charges accruing pursuant to Section 10.05 below. 10.04 In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than forty-five (45) days, AST shall have the right to terminate or suspend its services without further notice to the Client’s faultCompany. During such time as AST may suspend its services, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended AST shall have no obligation to survive termination act as transfer agent and/or registrar on behalf of the Service Agreement will survive expiration Company, and shall not be deemed its agent for such purposes. Such suspension shall not affect AST’s rights under the Certificate of Appointment or termination of the Service this Agreement. d. Control Union may also 10.05 Should the Company elect not to renew this Agreement or otherwise terminate this Agreement, AST shall be entitled to reasonable additional compensation for the Agreement at any time without paying any lossservice of preparing records for delivery to its successor or to the Company, damage, indemnity or penal clause, and for forwarding and maintaining records with 30 days' prior written noticerespect to certificates received after such termination. AST shall be entitled to retain all transfer records and related documents until all amounts owing to AST have been paid in full. AST will perform its services in assisting with the transfer of records in a diligent and professional manner.

Term and Termination. a. This Agreement may be terminated 10.1. In the event any sum of money owed by CUSTOMER is not paid when due and remains unpaid for thirty (30) days or more, or if CUSTOMER defaults in the parties with immediate effect upon occurrence performance of any other obligation under this Agreement, NEX-TECH may terminate this Agreement by giving CUSTOMER ten (10) days’ written notice. Any billing disputes must be submitted to NEX-TECH within thirty (30) days from date of invoice. 10.2. NEX-TECH may immediately terminate this Agreement by written notice to CUSTOMER, and CUSTOMER shall be in default hereunder, if CUSTOMER becomes insolvent, liquidates, makes a general assignment for the cases where benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trusteeinsolvency law, voluntarily or otherwise. Or - If each party materially breaches its obligations under any of the above occurs, CUSTOMER shall immediately notify NEX-TECH of such occurrence. 10.3. NEX-TECH shall have the right to terminate this Service Agreement, without cause, upon thirty (30) days’ prior written notice to CUSTOMER. 10.4. If for any reason the CUSTOMER chooses to terminate the Agreement and such breach is capable before the full duration of remedythe then-current term, the breach termination fee payable to NEX-TECH is not remedied within ten one hundred percent (10100%) business days of written notification of the breach; then-current rate for the remaining term on this Agreement, in addition to any previous outstanding balance on the CUSTOMER’s account. 10.5. All Technology Agreements shall have the initial term of three (3) years, unless otherwise specified on the Sales Order. The term of each agreement will start with the date of the first billing cycle unless otherwise specified on the Sales Order. For the duration of this Agreement or - damages the other Party's nameany subsequent renewal, reputation or business CUSTOMER shall obtain absolutely no ownership interest in any way; - the Client misuses the services obtained from Control Union equipment, software or components outlined in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss10.6. Upon termination of Agreement, damage, indemnity or penal clause, with 30 days' CUSTOMER data will be destroyed. CUSTOMER shall be responsible for requesting data to be returned prior written noticeto contract termination. Labor and materials used for returning CUSTOMER data will be billable.

Term and Termination. a. This 11.1 The Agreement takes effect when both parties have signed on the Service Order and for avoidance of doubt, it takes effect as of the date the last party signed the Service Order and shall continue to take effect until terminated in accordance with the provisions of the Agreement. Each Service Order shall be automatically renewed beyond its Minimum Contract Term on a month-to-month basis unless either party notifies the other party of its notice of non-renewal no less than thirty (30) days prior to expiration of the Minimum Contract Term. During the auto-renewed period either party may terminate the auto- renewed Service Order by serving a minimum thirty (30) days prior written notice to the other party. It is not necessary for these General Conditions to be terminated physically attached to each Service Order. Customer is required to commit to and shall pay for the Services for, at least the Minimum Contract Term specified in the Service Orders, any renewed period, notice period whether or not the Services are still being used by the parties with immediate effect Customer.‌ 11.2 Notwithstanding any other provision, for each Service Order that is terminated for whatsoever reason prior to its Minimum Contract Term, Customer shall immediately upon occurrence of any such termination pay Company the Cancellation Charges in a lump sum by the date and method specified by Company as a genuine pre-estimate of the cases where bankruptcy or concordat proceedings are initiated against one loss likely to be suffered by Company as a result of Customer’s termination of the parties, proceedings are initiated for the liquidation of one provision of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Services pursuant to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed prior to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseMinimum Contract Term. b. In case 11.3 Company and Customer each have the right to terminate one or more Service Order(s) and/or the Agreement by giving the other at least thirty (30) days’ written notice. Notwithstanding the foregoing, Company commits not to terminate for convenience during the Minimum Contract Term and any agreed renewal period. 11.4 Company shall be entitled to suspend until further notice and/or terminate one or more Service Order, the Services and/or the Agreement immediately by written notice to Customer unless otherwise specified, without incurring any liability to Customer: (a) Customer has breached the Agreement which shall include, without limitation, any failure by Customer to pay any amounts owing in accordance with the Agreement or to comply with its obligations under clause 5; (b) if Company is named as a defendant or threatened with suit in any action or proceeding in which it is alleged that the Services has been used for any illegal purpose; (c) Customer becomes insolvent, subject to a winding up proceeding, has a receiver appointed, is dissolved or in the process of dissolution makes any arrangement for the benefit of creditors, or initiates or becomes subject to any other form of insolvency proceeding; (d) with reasonable notice to Customer if the Services are no longer provided by Company; or‌ (e) if Company is prohibited from supplying or is unable to supply the Services under any Relevant Law. 11.5 On termination of one or more Service Order and/or the Service Agreement for any reason whatsoever: (a) all Charges for use of the Services up to and including on the date of termination, the applicable Cancellation Charges and all other amounts owing by Control Union: - Customer to Company shall become immediately due and payable; (b) Customer shall cease to use the Client Company Equipment, the Software, the Company Technology and the Services and shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting request from the Service Agreement Company return them to the Company undamaged in good working condition; (c) Company is authorised to access the Customer Location at reasonable times for the purpose of removing the Company Equipment, the Software and the Company Technology and/or terminating the Services; and‌ (d) any right of Customer and its Associated Companies to use Intellectual Property Rights in the Company Equipment, the Services, the Software and the Company Technology shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union immediately cease and Customer shall not be obliged attempt to refund make use of any access method provided by Company. 11.6 Any termination shall not affect any accrued rights or liabilities of either party nor shall it affect the fee coming into force or the continuance in force of any provision hereof which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law is expressly or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is implications intended to survive termination of the Service Agreement will survive expiration come into or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity continue in force on or penal clause, with 30 days' prior written notice.after such termination.‌

Term and Termination. a. a) This Agreement shall be effective for an initial term of one year from the Effective Date (the “Initial Term”). Following the Initial Term this Agreement shall continue in effect but be terminable by either party for convenience upon ninety (90) days prior written notice; such notice may be terminated by given during or after the parties with immediate Initial Term but may only take effect at any time after the expiry of the Initial Term. b) Client may at any time (during or after Initial Term) terminate any Services to be provided hereunder in whole or in part for convenience, upon occurrence thirty (30) days prior written notice to COHESIVE. Such termination notice shall state the extent and effective time of such termination. COHESIVE shall continue to perform and Client shall remain obligated to pay for any part of the Services not terminated. c) COHESIVE may terminate (i) its duty to perform Services, particular Offering Document(s), (ii) Client's right to propose Offering Documents under this Agreement, (iii) particular Licenses, or (iv) this entire Agreement, without liability as a result of such termination, if Client breaches a material obligation to COHESIVE and fails to remedy the breach within thirty (30) days after the receipt of notice to that effect that specifies the nature of the claimed breach. d) Termination shall not relieve COHESIVE or Client of any liabilities incurred before such termination. Within thirty (30) days of any termination of any Services provided hereunder, COHESIVE shall prepare and deliver to Client a final invoice for all Services performed in accordance with the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left terms hereof and expenses incurred to the administration date of the liquidator, bankruptcy officer or trustee, voluntarily or otherwisetermination. Or - If each party materially breaches its obligations under this Service Agreement and Client shall pay such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed invoice pursuant to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseSection 4 herein. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - e) In the event that of any termination of this Agreement by either party for any reason, Sections 7, 10, 11, 13(c), 15, 16 & 17 hereof and Customer’s obligations to pay for Services rendered in accordance with the contract is terminated due terms hereof and expenses incurred shall survive and continue in effect and shall inure to the Client’s fault, Control Union will demand that benefit of and be binding upon the Client be compensated for all direct parties and indirect damages incurred without the need for a court decisiontheir successors and assigns. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Agreement may be terminated A. Subject to the termination provisions herein contained, the employment of Executive by the parties with immediate effect upon occurrence of any Company pursuant to this Agreement commenced as of the cases where bankruptcy or concordat proceedings are initiated against one 4th day of November, 1999, and continue thereafter until terminated in accordance with this paragraph 2 or, if not earlier so terminated, until the Expiration Date (the "Employment Term"). B. If the Executive dies during the term of the partiesAgreement and while in the employ of the Company, proceedings are initiated this Agreement shall automatically terminate and the Company shall have no further obligation to the Executive or his estate except that the Company shall pay to the Executive's estate (i) on the next regular payroll payment date the unpaid salary through the date of death, and (ii) on or before April 15 of the next succeeding year a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of death is to 365. C. If, during the term of this Agreement, the Executive, by reason of a disability, (I.E., a physical or mental impairment), cannot perform each of the essential functions of his position, with reasonable accommodation, for the liquidation a period of one hundred eighty consecutive days, the Company, on thirty days prior written notice to the Executive, may terminate this Agreement as of the partiesdate specified in the notice. In the event of a termination pursuant to this paragraph 2C, or one the Company shall be relieved of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration all of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement Agreement, except that the Company shall pay to the Executive, or his estate in the event of his subsequent death: (i) that portion of the Executive's salary through the 30th day after notice of termination and such breach is capable (ii) on or before April 15 of remedythe next succeeding year, the breach is not remedied within ten (10) business days of written notification Company shall pay to the Executive a proportionate part of the breach; incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of termination is to 365. D. At any time prior to the Expiration Date of this Agreement the Company may terminate this Agreement for Cause (as herein defined) without further obligation or - damages liability hereunder to the Executive, his spouse, estate, heirs or assignees except for the obligation of the Company to pay to the Executive his salary earned through the date of discharge. E. The Executive may give written notice of voluntary termination of employment at any time, and upon giving of the notice, the employment shall terminate on the earlier of the date set forth in the notice or 30 days after the notice is received by the Company ("Voluntary Termination Date"). Upon the Voluntary Termination Date, the Company shall have no further obligation or liability hereunder to the Executive, his spouse, heirs or estate, except to pay to the Executive any unpaid salary earned through the Voluntary Termination Date (subject to the terms of any other Partyemployee benefit plan of the Company in which the Executive participates). F. The Company may terminate the employment of the Executive at any time WITHOUT CAUSE upon written notice to the Executive of such termination, which notice shall set forth the date of termination ("Without Cause Termination Date"). Upon the Without Cause Termination Date, the Company shall have no further obligation or liability hereunder to the Executive or his spouse, heirs or estate, except that (i) after the Without Cause Termination Date and continuing monthly until the later of the Expiration Date or two years after the termination date, or if earlier the last day of the month following the date of death of the Executive, the Company shall pay to the Executive each month, in accordance with the Company's namepayroll policies then in effect, reputation an amount equal to the Monthly Severance Payment, (ii) on or business before April 15 of the next succeeding year following the Without Cause Termination Date the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the calendar year up to the Without Cause Termination Date is to 365 and (iii) after the Without Cause Termination Date and continuing monthly during the period the Executive is receiving the Monthly Severance Payments specified in subparagraph F(i) above, Executive and his family shall be entitled to participate in any waywelfare benefit plans, programs, or policies in which Executive and his family were participating at the time of his termination of employment for group and/or executive life, accident, health, dental, or medical/hospital insurance (whether funded by actual insurance or self insured by the Company); - provided, however, that the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration rights of the due date; it may immediately terminate Executive and his family thereunder shall be governed by the agreement without paying any loss, damage, compensation or penal clauseterms thereof and shall not be enlarged hereunder. b. In case of G. Any termination of the Service Agreement employment relationship, whether termination is effected by Control Union: - the Client Company or the Executive, shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail be without prejudice to Control Union within one week after the termination or waiver of the Service Agreement; - all rights obligations of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged Executive to maintain confidentiality regarding the Information in secrecy and confidence all Confidential Information, pursuant to the extent possibleparagraph 5 hereof and not to render prohibited services to any Conflicting Organization, except pursuant to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionparagraph 6 hereof. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 7.1. The term of this Agreement shall be set forth in the quote(s) and/or Attachment A attached hereto and incorporated herein (“Term”). 7.2. This Agreement is non-cancelable by Customer and will remain in effect for the Term specified in this Agreement. However, Customer may be terminated cancel service coverage for an individual Covered System under this Agreement upon sixty (60) days written notice to Invivo representing that the Covered System is being permanently removed from the Site and that the Covered System is not being used in any other Customer site 7.3. Upon sixty (60) days written notice to Invivo, Customer may cancel this Agreement specifically describing a material breach or default of the Agreement by Invivo, provided that Invivo may avoid such cancellation by curing the parties with immediate effect upon occurrence condition of breach or default within such sixty (60) day notice period. Termination under this clause shall not impact fees paid for services rendered up to the time of such material breach, which shall remain payable to Invivo. 7.4. In addition, if the Customer sells or otherwise transfers any of the cases where bankruptcy or concordat proceedings are initiated against one Covered System to a third party and the System remains installed and in use at the same location, and such third party assumes the obligations of the parties, proceedings are initiated for Customer under this Agreement or enters into a new service agreement with Invivo the liquidation price will be equal to the price in this Agreement and a term at least equal to the unexpired/unused term of one this Agreement. If such third party does not assume the obligations of the partiesCustomer under this Agreement,, or one then the Customer may terminate this Agreement with respect to such Covered System upon no less than thirty (30) days prior written notice to Invivo, in which case the Customer shall pay to Invivo (i) all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) as liquidated damages and not as a penalty, an amount equal to 30% of the parties is dissolved or becomes unable to pay remaining payments due under this Agreement for such Covered System from the date of termination through the scheduled expiration of the term of this Agreement. 7.5. If this Agreement includes a Pool and terminates for any reason and Customer has expended more funds from its debts, or the business is partially or completely left Pool than it has contributed to the administration of Pool, then Customer shall pay Invivo the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches amount by which its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied expenditures exceeded its contributions within ten five (105) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausesuch termination. b. In case of 7.6. Clinical Education training and credits will expire upon termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 18.1 This Agreement may be shall come into effect on the Effective Date and unless terminated by earlier in accordance with the parties with immediate effect upon occurrence following provisions of any this clause shall remain in force until the later of the cases where bankruptcy or concordat proceedings are initiated against one date when the last of the partiesPatents licensed to Covion pursuant to Clauses 3 to 8 of this Agreement expires, proceedings are initiated lapses, becomes abandoned or is revoked following a final decision from which no further appeal is possible and the date when the last of the Know-How comes into the public domain. On the date on which the last of the Patents licensed to Covion pursuant to Clauses 3 to 8 of this Agreement expires, lapses, becomes abandoned or is revoked following a final decision from which no further appeal is possible, the licences granted pursuant to Clauses 6.1, 7.3 and 8.3 shall become sole licences. For the avoidance of doubt once a particular piece of Know-How comes into the public domain (other than through the fault of CDT) the licences granted pursuant to Clauses 6.1, 7.3 and 8.3 shall become non-exclusive licences in respect of that particular piece of Know-How. Also for the liquidation avoidance of one of doubt any CDT Group Company shall be able to exploit any claim exclusively licensed to Covion pursuant to this Agreement in a patent comprised in the partiesPatents once that patent expires, lapses, is abandoned or one of is revoked following a final decision from which no further appeal is possible unless Covion is still paying royalties on Covion OLEM Products in which case no CDT Group Company shall be able to exploit any such claim in the parties is dissolved or becomes unable Field until Covion ceases to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseroyalties. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 18.2 In the event that either party is in material breach of the contract terms of this Agreement and, in the case of a breach capable of being remedied, fails to remedy that breach within thirty days of receiving written notice specifying that breach and requiring the same to be remedied, the other party may terminate this Agreement forthwith by notice in writing. 18.3 In the event that: 18.3.1 Covion has a liquidator, receiver, administrator or administrative receiver appointed in respect of the whole or any material part of its undertaking or assets or enters into any arrangement or composition with its creditors or calls a meeting of its creditors or is terminated the subject of an order made or resolution passed for its winding up, whether voluntarily or compulsorily (except for the purposes of a bona fide reconstruction or amalgamation) or has an event analogous to any of those referred to above happen to it under the laws of any jurisdiction in which it is constituted or registered; and 18.3.2 whilst such an event referred to in Clause 18.3.1 is continuing (but not after it ceases) Covion fails to pay within fourteen days of demand any sum due and payable under this Agreement, then CDT may terminate this Agreement forthwith by notice in writing to Covion. 18.4 Save as provided in Clause 4.4, CDT may terminate this Agreement forthwith if Covion has after the date of this Agreement taken directly or indirectly any steps to seek to establish the invalidity of, or otherwise oppose, any of the Patents licensed to Covion pursuant to Clauses 3 to 8 of this Agreement or to procure or assist any third party to do so provided that this shall not apply to any such steps taken incidentally or inadvertently or which Covion can show were otherwise not taken with the intention of so assisting the third party. 18.5 Covion shall procure that the provisions of clauses 18.1 to 18.4 shall apply, with only the necessary changes having been made, to any sub-licences granted by Covion hereunder, to the Client’s fault, Control Union will demand intent that CDT shall have in respect of sub-licensees the Client be compensated for all direct and indirect damages incurred without the need for a court decisionsame rights as it has in respect of Covion. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 7.1 This Agreement may be terminated by AGREEMENT is in full force and effect from the parties with immediate EFFECTIVE DATE and remains in effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after until the expiration of the due date; it may immediately terminate last to expire LICENSED PATENTS, unless sooner terminated by operation of law or by acts of either of the agreement without paying any loss, damage, compensation or penal clauseparties in accordance with the terms of this AGREEMENT. b. 7.2 LICENSEE may terminate this AGREEMENT at any time by giving LICENSOR ninety (90) days written notice. In case the event of termination of this AGREEMENT by LICENSEE, LICENSEE shall have no further rights under this AGREEMENT; however, LICENSEE will remain obligated for any royalties due or fees accrued or other expenses incurred up until the Service Agreement date of termination including royalty on sale of inventory in stock after the date of termination. 7.3 LICENSOR may terminate this AGREEMENT if LICENSEE: a. fails to pay on the due date any sum due under Article III and Appendix B of this AGREEMENT; b. fails to provide reports on the due date specified under Article V of this AGREEMENT; or c. fails to reach diligence milestones as specified in Sections 4.1 and 4.2 and Appendix C of this AGREEMENT; and fails to correct any such default within thirty (30) days after receipt of written notice thereof by Control Union: - LICENSOR. 7.4 The LICENSEE must provide notice to the Client shall upon receiving notice of withdrawal LICENSOR of its approval service return intention to file a voluntary petition in bankruptcy or, where known to the letter LICENSEE, of approval another party’s intention to file an involuntary petition in bankruptcy for the LICENSEE, said notice must be received by registered mail the LICENSOR at least thirty (30) days prior to Control Union within one week after filing such petition. LICENSOR may terminate this AGREEMENT upon receipt of such notice at its sole discretion. The LICENSEE’S failure to provide such notice to LICENSOR will be deemed a material, pre-petition, incurable breach of this AGREEMENT and the termination AGREEMENT will terminate automatically on the date of filing such voluntary or involuntary petition in bankruptcy. 7.5 Notwithstanding the above, this AGREEMENT and the licenses granted herein shall immediately and automatically terminate without notice in the event LICENSEE, or its AFFILIATES, SUBLICENSEES or any other party acting under authority of LICENSEE, violates any provision of the Service Agreement; - all rights Indemnification and Insurance sections. A termination occurring under this Section 7.5 shall occur and become effective at the time of the Client resulting from violation that causes such termination, and LICENSEE and its AFFILIATES and SUBLICENSEES shall have no right to complete production and sale of LICENSED PRODUCTS. Notwithstanding the Service Agreement shall terminate with immediate effectforegoing, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possiblethat such rights are still available for licensing, except LICENSEE shall have the right to reinstate the extent it must disclose such Information effectiveness of this AGREEMENT by obtaining the required insurance, whereupon this AGREEMENT shall automatically become effective as required of the date of reinstatement of said insurance, and shall remain in full force and effect without any further action of the parties hereto until termination or expiration of this AGREEMENT according to its terms. 7.6 Surviving any termination or expiration are: a. LICENSEE’S obligation to pay royalties and fees accrued or accruable; b. Any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by law the other party; and c. The provisions of Article V, and Sections 9.6, and 9.8, and any other provisions that by their nature are intended to survive. 7.7 No relaxation, forbearance, delay or indulgence by either party in enforcing any of the terms of this AGREEMENT or the Documents; - granting of time by either party to the Client may no longer other shall prejudice, affect or restrict the rights and powers of the former hereunder nor shall any waiver by either party of a breach of this AGREEMENT be considered as a waiver of any subsequent breach of the same or any other provision hereof. 7.8 The rights to terminate this AGREEMENT given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. 7.9 Except as provided in Section 7.5, upon termination of this AGREEMENT in whole or in part, LICENSEE shall have the privilege of selling or otherwise disposing of the inventory of all LICENSED PRODUCTS in process of manufacture, in use Control Union trademark and/or letter or in stock and LICENSEE will also have the right to complete performance of approvalall contracts requiring use or sale of the LICENSED PRODUCTS, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event provided that the remaining term of any such contract is terminated due to does not exceed one (1) year from the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive effective date of termination of the Service Agreement will survive expiration or termination of the Service Agreementthis AGREEMENT. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1 The term of this Agreement commences as of ______________, 200_ and shall continue until ______________, 200_ unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive’s death (or the scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.3 If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then the Company, at its option, may be terminated terminate this Agreement by written notice to Executive (the “Disability Notice”) delivered prior to the date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the parties Company with immediate effect upon occurrence the consent of Executive which consent shall not be unreasonably withheld) who certifies in a written report to the Board with a copy of such report delivered simultaneously to Executive that Executive is and shall be incapable of performing his duties for in excess of two (2) additional months because of the continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company (a) shall make a payment to Executive of a pro rata allocation of payments under Section 2.2 based on the days of service during the year in which the Disability Notice is delivered and (b) shall pay to Executive the base salary due Executive pursuant to Section 2.1 hereof through the second anniversary of the date of such notice (the “Disability Period”), less any amount Executive receives for such period from any Company-sponsored or Company-paid for source of insurance, disability compensation or governmental program. The Company shall also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.4 The Company, by notice to Executive, may terminate this Agreement for Cause. As used herein, “Cause” means (a) the refusal in bad faith by Executive to carry out specific written directions of the Board, (b) intentional fraud or dishonest action by Executive in his relations with the Company (“dishonest” for these purposes shall mean Executive’s knowingly making of a material misstatement to the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an act of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, significant moral turpitude after appeal or the business is partially period for appeal has elapsed without an appeal being filed by Executive. Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or completely left (b) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the administration existence of Cause), specifying the liquidatorCause with particularity and , bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten twenty (1020) business days after such notice, Executive shall not have disputed the Board’s determination or in reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such Cause, provided, however, that a repeated breach after notice and cure, of written notification any provision of clause (a) or (b) above, involving the breach; same or - damages substantially similar actions or conduct, shall be grounds for termination for cause upon not less than five (5) days additional notice from the other Party's nameCompany. Subject to Section 3.6 hereof, reputation or business in the Company may at any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately time, terminate the agreement without paying employment of Executive for any loss, damage, compensation reason or penal clauseno reason. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Agreement may be terminated 8.1 Fastcom will provide the Service to the Customer from the date on which the Customer commences using the Products and/or Services as described in Appendix A (or such other date as is agreed by the parties with immediate effect upon occurrence in writing) for an initial period of 36 months (“Initial Term”). 8.2 Unless otherwise specified in the any subsequent Service Agreement/s the term of those Service Agreements and any subsequent services provided shall be the same as the term remaining under this Master Agreement and any subsequent Services added since the initial term commenced. 8.3 Subject to clause 8.5, in the event the Customer terminates this Agreement where there is no breach by Fastcom, the Customer shall pay Fastcom the fees as calculated in clause 8.6 and any subsequent increases in price advised by Fastcom during the term. 8.4 Upon Expiry of the cases where bankruptcy or concordat proceedings are initiated against one Initial Term this Agreement will roll for a further term period of 12 months. (“Roll Over”). This Agreement will continue to Roll Over for a further 12 months at the end of each subsequent Roll Over period unless terminated in accordance with clause 8.6. 8.5 The Customer must provide a minimum of 30 days’ notice prior to the expiry of the parties, proceedings are initiated for the liquidation of one of the parties, Initial Term or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausesubsequent Roll Over period. b. In case 8.6 Termination of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the this Agreement at any time without paying prior to the expiry of the Initial Term or any losssubsequent Roll Over, damageFastcom will invoice the Customer (and the Customer will pay within 7 days after receipt of that invoice) the amount calculated as follows: A = (B x C) Where: A = the amount payable by the Customer; B = the monthly fees specified in this agreement and any associated charges attached to the Services provided; C = the number of months remaining in the Initial Term or Roll Over at the time of termination (including any part-months); 8.7 Fastcom may suspend the provision of any Services with immediate effect: i) subject to clause 5.2, indemnity or penal clauseif the Customer has failed to pay any amount owing to Fastcom by the due date, with 30 where Fastcom has provided not less than 14 days' ’ prior written notice.notice that if such amount is not paid Fastcom may suspend any of the Services provided to the Customer; ii) in order to protect the safety or security of any person or property or to prevent or mitigate any interference with the operation of Fastcom’s systems; or

Term and Termination. a. (a) This Agreement may be shall remain in effect from the date first written above until terminated by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one mutual agreement of the parties is dissolved or becomes unable otherwise as permitted in this Section 12. (b) Hologic may terminate this Agreement by written notice to Vivitech if Vivitech fails to pay its debtsthe royalties required pursuant to Section 5, provided Hologic has given Vivitech written notice that it has not received a required quarterly payment and Vivitech has failed, within 45 days following the effective date of such notice, either (i) to provide Hologic with Written notice that no sales for which royalties were required were made during such quarter or (ii) to make the business is partially required payment. (c) Hologic may terminate this Agreement by written notice after the fifth anniversary of the date hereof and prior to Vivitech's payment of royalties in the aggregate amount of $7,000,000.00, if Vivitech or completely left any of Vivitech's Affiliated Parties begins marketing a product that competes with the Product or that renders the Product obsolete, provided that Hologic has given Vivitech at least 90 days prior written notice of Hologic's objection to the administration marketing of a specific product and the liquidatormarketing of such product has not been terminated within such 90-day period and provided, bankruptcy officer or trusteefurther, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement that Vivitech has not paid Hologic royalties in the amount of at least $200,000.00 for Vivitech's immediately preceding fiscal year or, if a lesser amount was paid for such fiscal year, Vivitech has not paid the difference between $200,000.00 and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed actually paid prior to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausesuch 90-day notice period. b. In case of termination (d) Hologic may terminate this Agreement by written notice to Vivitech if the aggregate amount of the Service Agreement by Control Union: - royalty payments Vivitech makes pursuant to Section 5, above, does not equal or exceed (1) $100,000.00 on or before the Client third anniversary of the date of this Agreement; (ii) $250,000.00 on or before the fourth anniversary of the date of this Agreement; and (iii) $500,000.00 on or before the fifth anniversary of the date of this Agreement, provided that termination pursuant to this Section 12(d) may not take effect unless Hologic shall upon receiving have first given Vivitech written notice of withdrawal the amount of its approval service return any deficiency in the letter required minimum royalty payments hereunder and Vivitech shall have failed to pay such deficiency within 45 days following the effective date of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionnotice. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union (e) Either party may also terminate the this Agreement at any time without paying for a default by the other party consisting of anything other than a failure to pay royalties pursuant to Section 5, effective on the date specified in a notice of termination, provided that at least 60 days prior to giving such notice of termination the terminating party shall have given the defaulting party written notice identifying the nature of the default and the defaulting party shall have failed to remedy the default within such 60-day period or, if such default is not susceptible of being remedied within such period, shall have failed to initiate action within such period that is reasonably calculated to remedy such default as promptly as practicable or fails to pursue such action diligently to completion. (f) Upon termination of this Agreement for any lossreason, damagethe licenses set forth in Section 3, indemnity above, shall terminate. Each party shall return to the other party all records of such other party's proprietary or penal clauseconfidential information in its possession. Vivitech shall be entitled to assemble any units of the Product for which components have been purchased or ordered and sell to any third parties any Product, with 30 days' prior written noticeincluding such assembled Product, remaining in its inventory. (g) Sections 5, 9, 10, 12(f), 12(g), 13, 14, 16, 20, 23, 24, 25, 26, and 27 shall survive termination of this Agreement.

Term and Termination. a. This A. The initial term of this Agreement shall be from the Start Date through December 31st of that year. Unless earlier terminated as described below, this Agreement shall automatically renew for the following calendar year, and every anniversary thereafter unless either party gives notice of its intent not to renew to the other not less than sixty (60) days prior to the expiration of the then existing term. B. Notwithstanding the foregoing, this Agreement may be earlier terminated as follows: 1. Practitioner may terminate this Agreement, for any or no cause, upon one-hundred and twenty (120) days prior written notice to EmblemHealth. 2. Subject to any applicable reconsideration or hearing rights required by state or federal law, EmblemHealth may terminate this Agreement upon sixty (60) days prior written notice to Practitioner in the parties with immediate effect upon occurrence event of: (i) a loss, suspension or restriction of Practitioner’s hospital privileges, (ii) failure of Practitioner to notify EmblemHealth of any changes in location in his/her practice; (iii) failure of Practitioner to be available to provide services to Members for a period in excess of thirty (30) days; (iv) failure of Practitioner to timely supply requested information in connection with EmblemHealth’s recredentialing process or failure to meet EmblemHealth’s credentialing/recredentialing standards; (v) failure of Practitioner to comply with EmblemHealth’s QI, Claims, Member Grievances or UM Programs; (vi) failure of Practitioner to continuously maintain (or the termination of any) the types or amounts of insurance required to be continuously maintained by Practitioner by this Agreement, (vii) failure of Practitioner to remain a member in good standing of the cases where bankruptcy staff of a designated participating facility; and (viii) in the event that Practitioner’s participation in the Medicare or concordat proceedings are initiated against one of the partiesMedicaid program is restricted, proceedings are initiated for the liquidation of one of the partiessuspended or terminated, or one there is a threat of such restriction, suspension or termination.. 3. Either party may terminate this Agreement, upon sixty (60) days prior written notice, if the parties other party is dissolved or becomes unable to pay its debts, files or has filed against it a petition in bankruptcy, commences or has commenced against it any other insolvency proceedings which are not dismissed within such sixty (60) day period or seeks reorganization or an arrangement with creditors. 4. EmblemHealth may terminate this Agreement immediately: (i) if Practitioner’s DEA number or license or certification to practice medicine is revoked, suspended, surrendered or not renewed; (ii) upon a reasonable determination by EmblemHealth that the business is partially continued provision of services by Practitioner under this Agreement may result in imminent harm to Members; or completely left (iii) upon a reasonable determination by EmblemHealth that Practitioner has committed a fraud or has misrepresented a material fact. 5. EmblemHealth may terminate this Agreement, subject to any applicable reconsideration or hearing rights under applicable state or federal law, upon sixty (60) days prior written notice to Practitioner in the event of a breach of this Agreement. C. Termination shall not affect Practitioner’s right to payment for Covered Services rendered prior to the administration effective date of termination. D. When required under applicable state or federal Law, Practitioner shall be advised of the liquidator, bankruptcy officer reason(s) for termination and his or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement her rights to a hearing as set forth in EmblemHealth’s credentialing policies and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseAdministrative Guidelines and Provider Manual. b. E. Not less than thirty (30) days prior to Practitioner terminating his/her status as a Participating Provider, Practitioner shall notify all Members that may be affected by the termination of this Agreement, that Practitioner will no longer be available to provide services except for applicable continuity of care. After termination and upon EmblemHealth’s request, Practitioner agrees that it shall continue to provide Covered Services to Members pursuant to the terms of this Agreement until EmblemHealth can arrange their transfer to other Participating Providers; provided, however, that this obligation shall not exceed ninety (90) days from the effective date of termination. Practitioner further agrees that Covered Services rendered to Members who are inpatients on the date of termination shall continue until the Member is discharged or EmblemHealth can arrange his or her transfer to other Participating Providers. EmblemHealth shall pay Practitioner for such services in accordance with the terms of this Agreement. In case the event of termination of this Agreement, Practitioner agrees to assist in the Service Agreement by Control Union: - the Client shall upon receiving notice orderly transfer of withdrawal of its approval service return the letter of approval by registered mail Members to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionother Participating Providers. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1 The term of this Agreement commences as of the consummation of the Gifted Time Transaction and shall continue for three (3) years unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive’s death (or the scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.3 If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then the Company, at its option, may be terminated terminate this Agreement by written notice to Executive (the “Disability Notice”) delivered prior to the date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the parties Company with immediate effect upon occurrence the consent of Executive which consent shall not be unreasonably withheld) who certifies in a written report to the Board with a copy of such report delivered simultaneously to Executive that Executive is and shall be incapable of performing his duties for in excess of two additional months because of the continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company (a) shall make a payment to Executive of a pro rata allocation of payments under Section 2.2 based on the days of service during the year in which the Disability Notice is delivered and (b) shall pay to Executive the base salary due Executive pursuant to Section 2.1 hereof through the second anniversary of the date of such notice (the “Disability Period”), less any amount Executive receives for such period from any Company-sponsored or Company-paid for source of insurance, disability compensation or governmental program. The Company shall also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.4 The Company, by notice to Executive, may terminate this Agreement for Cause. As used herein, “Cause” means (a) the refusal in bad faith by Executive to carry out specific written directions of the Board, (b) intentional fraud or dishonest action by Executive in his relations with the Company (“dishonest” for these purposes shall mean Executive’s knowingly making of a material misstatement to the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an act of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, significant moral turpitude after appeal or the business is partially period for appeal has elapsed without an appeal being filed by Executive. Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or completely left (b) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the administration existence of Cause), specifying the liquidatorCause with particularity and , bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten twenty (1020) business days after such notice, Executive shall not have disputed the Board’s determination or in reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such Cause, provided, however, that a repeated breach after notice and cure, of written notification any provision of clause (a) or (b) above, involving the breach; same or - damages the other Party's namesubstantially similar actions or conduct, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does shall be grounds for termination for cause upon not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving less than five (5) days additional notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1 The term of this Agreement may be terminated by the parties with immediate effect upon occurrence of any commences as of the cases where bankruptcy or concordat proceedings are initiated against one consummation of the partiesAgreement and shall continue for one (1) year unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, proceedings are initiated for this Agreement shall thereupon terminate, except that the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to Company shall pay its debts, or the business is partially or completely left to the administration legal representative of Executive’s estate any accrued and unpaid base salary due Executive pursuant to Section 2.1 hereof based on the liquidatordays of service prior to the death and all amounts owing to Executive at the time of termination, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, including for previously accrued but unpaid expense reimbursements. 3.3 The Company reserves the breach is not remedied within right to terminate Executive’s employment upon ten (10) business days written notice if, for a continuous or accumulated period of forty-five (45) days during the one year term of this Agreement, Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the obligations of Executive and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof based on the days of service prior to the death and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid expense reimbursements. 3.4 The Company reserves the right to declare Executive in default of this Agreement if Executive willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement, or if Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to the Company or its business. The Company may terminate this Agreement for cause by giving written notification notice of termination to Executive. With the exception of the breach; covenants included in Section 4 below, upon the date of delivery of the written notice of such termination, the obligations of Executive and the Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or - damages under this Agreement. In the other Party's nameevent of a termination pursuant to this section, reputation or business Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid expense reimbursements. 3.5 Executive’s employment may be terminated at any time by Executive upon not less than thirty (30) days written notice by Executive to the Board. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any way; - accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all amounts owing to Executive at the Client misuses time of termination, including for previously accrued but unpaid expense reimbursements. 3.6 Company may terminate Executive’s employment upon not less than thirty (30) days written notice by Company to Executive. With the services obtained from Control Union exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any way; - If accrued and unpaid amounts earned pursuant to Section 2.1 hereof based on the Client does not pay any amount owed days of service prior to Control Union within one month after the termination and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid expense reimbursements. 3.7 In the event of termination of Executive’s employment prior to the expiration of the due date; it may immediately terminate the agreement without paying any lossthis Agreement, damage, compensation or penal clause. b. In case of termination shares of the Service Agreement by Control Union: - the Client shall upon receiving notice Company’s common stock owed to Executive pursuant to Section 2.2 that are unvested as of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of date shall expire on the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiontermination date. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. (i) This Agreement may shall be effective as of the Effective Date and shall continue to be in full force and effect for a term of eight (8) years commencing on the Effective Date, and such term shall be automatically renewed annually for the subsequent eight (8) years on each anniversary of the Effective Date (starting from the first anniversary of the Effective Date), unless it is terminated earlier in accordance with the below provisions (the “Term”). (ii) This Agreement, unless otherwise agreed in writing between the Parties hereto, shall be terminated as follows: a. The Parties hereto may terminate this Agreement by mutual agreement in writing at any time. b. This Agreement shall automatically terminate in case the parties with immediate effect upon occurrence Manager ceases its business or a resolution is passed or a court order is made for the purposes of any winding up the Manager. c. The Manager may terminate this Agreement as follows: 1. Upon giving three (3) month’s prior written notice to the Company; 2. Upon giving fifteen (15) Business Days prior written notice to the Company for material breach of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its Company’s obligations under this Service Agreement and such Agreement; if the breach is capable of remedymay be remedied by the Company, the Manager may terminate this Agreement upon giving fifteen (15) Business Days prior written notice to the Company to remedy the breach is not remedied and failing to do so may proceed with the termination of this Agreement in accordance with the provisions of this sub-paragraph; 3. Upon giving fifteen (15) Business Days prior written notice to the Company in case of a Change of Control in TORO. Any such notice must be given within ten six (106) business days of written notification months as of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration completion of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseChange of Control in TORO. b. d. The Company may terminate this Agreement as follows: 1. Upon giving three (3) month’s prior written notice to the Manager; 2. Upon giving fifteen (15) Business Days prior written notice to the Manager, if the Manager is proven to be unable or to have otherwise failed to perform any or all of the Services to a material extent for a continuous period of two (2) months and provided that the Manager fails to perform the Services within the notice period. (iii) In case of termination of this Agreement in accordance with any of the Service provisions of Section 9(ii), the Company shall pay to the Manager on the date of termination: (i) any and all accrued Management Fees and the Reimbursable Expenses of the Manager up to the date of termination and (ii) in advance any and all Commission Fees for any outstanding chartering and/or sale and purchase transaction that was agreed by the Company prior to the date of termination and has not yet been performed on the date of termination, as if such transaction had been performed (namely all such Commission Fees up until the end of the agreed duration of a respective charterparty or up until the completion of the respective sale and purchase transaction shall be due and payable to the Manager on the date of termination). Moreover, in case this Agreement by Control Union: - is terminated in accordance with the Client provisions of sub-Sections 9(ii)(c)(2), 9(ii)(c)(3) and 9(ii)(d)(1), the Company shall upon receiving notice pay in addition to the Manager the Termination Fee. For the avoidance of withdrawal any doubt, in case of termination of this Agreement in accordance with any of the provisions of Section 9(ii) above TORO, the Shipowning Subsidiaries and the Ex-Shipowning Subsidiaries shall be jointly and severally liable to pay the accrued Management Fees, the Commission Fees, the Reimbursable Expenses and the Termination Fee (where applicable) to the Manager. (iv) Upon termination of this Agreement in accordance with the provisions of this Section 9, the Manager shall promptly terminate its approval service return services under this Agreement and the letter Ship Management Agreement(s), if so requested, in order to minimize any interruption to the business of approval by registered mail the Company. (v) With respect to Control Union within one week after the termination of the Service Agreement; - all rights of Ship Management Agreements applicable are the Client resulting from the Service relevant clauses contained in each respective Ship Management Agreement shall terminate with immediate effect, including apply in addition to Section 9 contained herein. (vi) Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to have units and/or products audited and/or approved; - Control Union the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event relieve a Party from obligations that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended are expressly indicated to survive the termination or expiration of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 8.1 This Agreement may be terminated by any Party with respect to some or all of the parties Portfolios with immediate effect or without cause on sixty (60) days advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon occurrence the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 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 such Portfolio’s shares are not 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 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 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: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; or (b) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the cases where bankruptcy or concordat proceedings are initiated against one Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the parties, proceedings are initiated for the liquidation of one of the parties, Contracts to current or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breachprospective purchasers; or - damages the other Party's name, reputation (ii) materially or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by adversely alters the terms or conditions of such Party’s participation in the Documents; - the Client may no longer use Control Union trademark and/or letter subject matter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1 The term of this Agreement may be terminated by the parties with immediate effect upon occurrence of any commences as of the cases where bankruptcy or concordat proceedings are initiated against one consummation of the partiesAgreement and shall continue for one (1) years unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, proceedings are initiated for this Agreement shall thereupon terminate, except that the liquidation of one Company shall pay to Lender any accrued and unpaid fee due Lender pursuant to Section 2.1 hereof as well as a pro rata allocation of the parties, or one shares of the parties is dissolved or becomes unable to pay its debts, or Restricted Stock under Section 2.2 based on the business is partially or completely left days of service prior to the administration death in conjunction with the Vesting Schedule, and all previously accrued but unpaid expense reimbursements at the time of termination, including for. 3.3 The Company reserves the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under right to terminate this Service Agreement and such breach is capable of remedy, the breach is not remedied within upon ten (10) business days written notice if, for a continuous or accumulated period of forty-five (45) days during the one year term of this Agreement, Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the obligations of Executive and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.2 based on the days of written notification service prior to the cessation of Executive’s services in conjunction with the breach; or - damages the other Party's nameVesting Schedule, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseand all previously accrued but unpaid expense reimbursements. b. In case 3.4 The Company reserves the right to declare Executive in default of termination of this Agreement if Executive willfully breaches or habitually neglects the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail duties which he is required to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by perform under the terms of this Agreement, or if Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the Documents; - effective performance of his duties or which results in material harm to the Client Company or its business. The Company may no longer use Control Union trademark and/or letter terminate this Agreement for cause by giving written notice of approvaltermination to Executive. With the exception of the covenants included in Section 4 below, upon the date of delivery of the written notice of such termination, the obligations of Executive and the Company under this Agreement shall withdraw these indications and/or letter of approvalimmediately cease. Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, and shall inform Control Union about thisin equity, or under this Agreement. - In the event that of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiontime of termination. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union 3.5 Executive’s employment may also terminate the Agreement be terminated at any time without paying by Executive upon not less than ninety (90) days written notice by Executive to the Board. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any lossaccrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.6 Company may terminate Executive’s employment upon not less than thirty (30) days written notice by Company to Executive. With the exception of the covenants included in section 4 below, damageupon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, indemnity or penal clauseExecutive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of Restricted Stock under Section 2.2 based on the days of service prior to the termination in conjunction with the Vesting Schedule, with 30 days' prior written noticeand all previously accrued but unpaid expense reimbursements at the time of termination.

Term and Termination. a. 12.1 This Agreement shall commence on the Effective Date and will remain in effect through February 28, 2027 (the “Term”). 12.2 Customer may be terminated by the parties with immediate effect terminate this Agreement upon occurrence of not less than ninety (90) days prior written notice to Operating Partner for any of the cases where bankruptcy reason or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left no reason. 12.3 Either Party may terminate this Agreement upon written notice to the administration other Party if such other Party breaches any material term or condition of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, fails to remedy the breach is not remedied within sixty (60) days (or ten (10) business days in the case of a failure to make payment in accordance with the terms of this Agreement subject to Section 3.3) after being given written notification of the breach; or - damages notice thereof (a “Material Default). If this Agreement is terminated by either Party for a Material Default by the other Party's name, reputation then such non-defaulting Party shall have all rights at law or business in equity with respect to such Material Default and termination. Any termination of this Agreement for a Material Default of this Agreement by Operating Partner shall be a default under any way; - the Client misuses the services obtained from Control Union in other credit agreement, loan agreement or other similar agreement between Operating Partner and Customer or any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseits affiliates. b. In case of termination of 12.4 Following the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to (i) the Service prompt possession of all Customer Mining Equipment or (ii) leave and abandon the Customer Mining Equipment at the Premises. Upon expiration or termination of this Agreement, Customer shall have the right but not the obligation to arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; provided, however, that if Customer terminates this Agreement pursuant to Section 12.3 and elects to remove the Customer Mining Equipment then Customer shall be reimbursed by Operating Partner for the reasonable cost of removing and relocating the Customer Mining Equipment from the Premises. Operating Partner shall make such reimbursement to Customer within thirty (30) days after such removal. If Customer elects to remove the Customer Mining Equipment from the Premises at the expiration or earlier termination of this Agreement, Customer shall have a period of forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. Any Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer. d. Control Union 12.5 If this Agreement is terminated or expires for any reason, Operating Partner shall provide Customer with timely supervised access to any Premises in which Operating Partner is hosting the Customer Mining Equipment and reasonably assist Customer to remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Operating Partner may also terminate store, use, or install the Agreement Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the Premises as to give rise to a similar interest to Operating Partner under applicable real estate law. Operating Partner shall not grant or otherwise facilitate any time without paying third party to obtain any losslien, damagesecurity interest, indemnity or penal clauseother encumbrance to attach to any of the Customer Mining Equipment, with 30 days' prior and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Operating Partner shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Operating Partner, such as bankruptcy or other insolvency proceedings. Operating Partner shall promptly notify Customer if any such written noticeclaim or written notice related to the Customer Mining Equipment is received by Operating Partner.

Term and Termination. a. 10.1 This Agreement shall be of full force and effect on and from the date hereof and shall continue for an initial term of fifteen (15) years from the Effective Date and shall be automatically renewed thereafter for extension terms of five (5) years each, unless terminated earlier as provided for in this Agreement. 10.2 Hexion may, in addition to its other remedies, terminate this Agreement in its entirety in any of the following circumstances: (a) if a Bankruptcy Event occurs and is continuing in relation to Shell and Shell does not provide adequate assurances to Hexion within thirty (30) days of the occurrence of the Bankruptcy Event that Shell will continue to provide all SUMF Items to Hexion on the terms and conditions of this Agreement; (b) with no less than twelve (12) months’ prior written notice, following the decision by Hexion to discontinue all its operations at the Site to which SUMF is rendered or alter such operations to such an extent that no SUMF Item from Shell is required; or (c) with no less than three (3) years’ prior written notice, effective (i) at the end of the initial fifteen (15) year term or (ii) at the end of any five (5) year extension term, as the case may be. 10.3 The Purchaser may, in addition to other remedies, terminate this Agreement as to an individual SUMF Item in any of the following circumstances, provided always that no item of Sole Supplier SUMF may be terminated by the parties with immediate effect upon Purchaser without terminating this Agreement as a whole: (a) if a Bankruptcy Event occurs and is continuing in relation to the Supplier and the Supplier does not provide adequate assurances to the Purchaser within thirty (30) days of the occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of Bankruptcy Event that the parties, proceedings are initiated for Supplier will continue to provide the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left particular SUMF Item to the administration Purchaser on the terms and conditions of this Agreement; (b) if, for reasons other than Force Majeure, a SUMF Item is not properly supplied by the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement Supplier within specifications and such breach is capable of remedy, the breach is not remedied within failure continues for more than ten (10) business days of after thirty (30) days prior written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information Purchaser to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision.Supplier; c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement.(c) [Intentionally Omitted]; d. Control Union may also terminate the Agreement (a) with at any time without paying any loss, damage, indemnity or penal clause, with 30 days' least three (3) years’ prior written notice., or such other notice period as is provided in the Schedules; and

Term and Termination. a. 4.1 Unless earlier terminated as provided herein, the initial term of this Agreement and of Executive's employment hereunder shall commence on the Effective Date and shall terminate on the fifth anniversary (the "Expiration Date") of the Effective Date. Unless this Agreement shall have been earlier terminated, the term of this Agreement and Executive's employment will be extended automatically for successive one (1) year terms commencing on the Expiration Date unless either party elects to terminate this Agreement by providing written notice to the other party at least one hundred eighty (180) days prior to the expiration of the Initial Term or any renewal term of this Agreement. 4.2 This Agreement may be terminated and Executive's employment hereunder shall terminate: (a) upon the death of Executive; (b) upon written notice to Executive if, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been unable to perform Executive's duties hereunder on a full time basis for a consecutive period of ninety (90) days or an aggregate of one hundred twenty (120) days within any twelve-month period; (c) upon written notice to Executive, for Cause. "Cause" means (i) any willful, material violation by the parties Executive of any law or regulation applicable to the business of the Company or any Affiliate; (ii) the Executive's conviction for, or guilty plea - or plea of nolo contendere - to, a felony (other than a felony related solely to automobile infractions, unless Executive is incarcerated as a result thereof); (iii) the Executive's commission of an act of personal dishonesty which involves personal profit in connection with immediate effect upon occurrence the Company or any other entity having a business relationship with the Company, (iv) gross carelessness or unjustifiable neglect of Executive's duties or willful failure to follow the lawful orders of the President, the Chief Executive Officer, Chief Operating Officer or of the Board of Directors of the Company; (v) any material breach by the Executive of this Agreement; (vi) the Executive's willful violation of any of the cases where bankruptcy or concordat proceedings are initiated against one policies of the partiesCompany or any Affiliate so as to cause loss, proceedings are initiated for the liquidation of one of the parties, damage or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left injury to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's nameproperty, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration employees of the due date; it may immediately terminate the agreement without paying Company or any lossAffiliate, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including (vi) any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid other willful misconduct by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information Executive which is materially injurious to the extent possiblebusiness, except to financial condition or business reputation the extent it must disclose such Information as required by law Company or by the terms of the Documentsany Affiliate; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.or

Term and Termination. a. 7.1 The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless otherwise specified. Three (3) one (1) year renewal options may be exercised by Cisco’s issuance of thirty (30) days advanced written notice and Customer's concurrence prior to the then-effective expiration date (each a “Renewal Term”). 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and shall renew as stated in 7.1 above. The term of each SOW shall be stated in the SOW. This Agreement and any Equipment List or SOW may be terminated by in accordance to Appendix A, Section 10B of DIR Contract No. DIR-SDD-2008. Cisco reserves the parties with immediate effect upon occurrence of any right to make changes to the scope and content of the cases where bankruptcy Services or concordat proceedings are initiated against one part thereof, including terminating the availability of a given Service, at any time upon ninety (90) days' prior notice. Such changes will become effective upon renewal of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwiseaffected Equipment Lists and SOWs. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client Customer does not pay agree to a change of scope or content, Customer may terminate any amount owed affected Equipment List or SOW by notifying Cisco at thirty (30) days prior to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination then current one (1) year term of the Service Agreement by Control Union: - Equipment List or SOW. In such case, Cisco shall continue to provide Services until the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination next expiration date of the Service affected Equipment List or SOW. In the event that, following termination or expiration of this Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union such Purchase Orders shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or governed by the terms and conditions of DIR Contract No. DIR-SDD-2008 and this Agreement notwithstanding the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the Service Agreement. d. Control Union may also terminate term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, unless otherwise agreed by Cisco. Upon termination of this Agreement, any Equipment List or SOWs, Customer shall pay Cisco for all work performed and accepted under the affected Equipment Lists or SOWs up to the effective date of termination at any time without paying any lossthe agreed upon prices, damage, indemnity or penal clause, with 30 days' prior written noticefees and expense reimbursement rates.

Term and Termination. a. 2.01. This Agreement shall commence effective as of October 1, 2013, and shall continue through __September 30, , 2014, and shall automatically renew for successive one (1) year periods unless and until terminated as provided in Section 2.02 below; provided, however, the fees hereunder shall be subject to an annual review and adjustment as agreed upon by the parties hereto. 2.02. This Agreement may be terminated (i) by either party, effective on any anniversary date, upon not less than ninety (90) days prior written notice to the other (provided, however, that at the election of the Company any such termination by SP Corporate shall not take effect until the earlier of (i) the date the Company has selected substitute persons to take over the responsibilities of the Designated Persons, and (ii) 120 days from such termination); (ii) by the parties with immediate effect upon occurrence of Company, at any time, on less than ninety (90) days notice; provided that, if the Company provides less than ninety (90) days notice, it shall pay to SP Corporate a termination fee equal to 125% of the cases where fees due under this Agreement, as calculated under Section 3, from, and including, such termination date until, and including, the 90th day following the date of such notice; (iii) at the election of the Committee, immediately upon death of the CEO Designee, his or her resignation as Chief Executive Officer, removal as Chief Executive Officer by SP Corporate or removal as Chief Executive Officer for Cause by the Company, unless SP Corporate has proposed, and the Committee has approved and appointed a successor Chief Executive Officer, and this Agreement has been amended accordingly; (iv) at the election of the Committee, immediately upon death of the CFO Designee, his or her resignation as Chief Financial Officer, removal as Chief Financial Officer by SP Corporate or removal as Chief Financial Officer for Cause by the Company, unless SP Corporate has proposed, and the Committee has approved and appointed a successor Chief Financial Officer, and this Agreement has been amended accordingly; (v) immediately upon the bankruptcy or concordat proceedings are initiated against one dissolution of the parties, proceedings are initiated for the liquidation of one of the partiesSP Corporate, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10vi) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information Company for Cause or upon a material breach of this Agreement (as required by law or reasonably determined by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCommittee) by SP Corporate or any Designated Person. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Agreement may be 11.01 Unless sooner terminated by the parties in accordance with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one succeeding provisions of this Article 11, this Agreement will continue in full force and effect. Upon payment of Milestone Payment 4, the partieslicenses granted herein shall thereafter be perpetual and irrevocable. Upon payment of Milestone Payment 8, proceedings are initiated for the liquidation of one of the partieslicenses granted herein shall thereafter be perpetual, or one of the parties is dissolved or becomes unable irrevocable and royalty free. 11.02 Should Company fail to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations Alba any sum due and payable under this Service Agreement prior to and such breach is capable of remedyincluding Milestone Payment 4, Alba may terminate this Agreement on thirty (30) days written notice, unless Company pays Alba within the breach is not remedied within ten thirty (1030) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the day period all delinquent sums together with interest due and unpaid. Upon expiration of the thirty (30) day period, if Company has not paid all sums and interest due date; it may immediately terminate and payable, the agreement without paying any lossparties will enter into a thirty (30) day Cure Period during which time, damageboth parties will attempt to resolve the non-payment. If no resolution is reached at the end of the Cure Period, compensation or penal clausethen the rights, privileges, and licenses granted under this Agreement will terminate. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information 11.03 Prior to the extent possibleFirst Commercial Sale of a Licensed Product to a Third Party, except Company is considered diligent with regard to development of a Licensed Product as long as Company updates and reports progress against the extent Development Plan in its Milestone Reports and as long as Company continues to use Commercially Reasonable Efforts pursuant to Section 4.01 above to accomplish the Development Plan as it must disclose such Information as required by law or by relates to Licensed Products. 11.04 If Alba reasonably believes that Company is not diligent in development of Licensed Product based upon the terms of criteria set forth in Section 11.03, then Alba may assert a breach and its termination rights under Section 11.05 below and invoke the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - dispute resolution procedures in Section 18. 11.05 In the event that the contract is terminated due prior to the Client’s faultFirst Commercial Sale of a Licensed Product to a Third Party Company, Control Union will demand that an Affiliate or a Sublicensee breaches Sections 3.02, 3.03, 3.04, 4.01, 5.02, 5.03, 10.04(a), 12.01, 15.02, 16.01 or 16.02, Alba may terminate this Agreement upon 90 days written notice to Company. However, if the Client be compensated breach is corrected within the 90-day period and Alba is reimbursed for all direct damages directly resulting from the breach, this Agreement will continue in full force and indirect damages incurred without the need for a court decisioneffect and Alba will so notify Company in writing. c. Any term that is intended to survive 11.06 Expiration or termination of the Service this Agreement does not relieve either party of any obligation for payment and reporting which arises before expiration or termination including obligations under Articles 5 and 7 (but only for expenses incurred before termination). Articles 2, 10, 13, 14, 15, 16, 17, and 18 and Sections 6.03, 11.07, 11.08 and 19.09 will survive expiration or termination. Article 8 and Sections 19.02 will survive expiration or termination and will expire in accordance with their terms. Other sections of this Agreement will be effective after expiration or termination where that intent is clear from the content of those sections 11.07 Upon termination of this entire Agreement pursuant to Section 11.05, any Sublicensee not in default may seek a license directly from Alba to practice Patent Rights within the licensed field set out in its sublicense and upon the consideration stated in its sublicense to the extent such consideration has not previously been paid to Company. Alba will permit a Sublicensee not in default to continue use of Patent Rights for a period of up to 60 days (the “Continuation Term”) after termination of this Agreement while Alba and the Sublicensee negotiate, such license to be consistent with the terms of this Agreement subject to appropriate amendments of Article 5 and relevant definitions to substitute the consideration and field of use provisions from the sublicense. Should Alba and the Sublicensee fail to agree upon an amendment within the Continuation Term, they will submit the definition and consideration provisions in dispute between them to commercial arbitration for resolution, and include the resulting provisions in a license. Prior to the Continuation Term, and in consideration of the Service opportunity to enter into a license agreement with Alba, a Sublicensee seeking a license from Alba must tender to Alba a written agreement to pay running royalties and milestone payments to Alba with respect to Net Sales during the Continuation Term and any subsequent period of arbitration upon the terms that running royalties and milestones due Alba from the Company would be calculated in this Agreement, or to pay running royalty and milestone payments at the rate provided in the sublicense, whichever is greater. d. Control Union may also terminate 11.08 Upon the termination of this Agreement (unless terminated by virtue of execution of the Asset Purchase Agreement), and notwithstanding anything to the contrary in Section 8.09 above, at Alba’s request, Company will (a) execute a document acknowledging the license rights that have expired or terminated (b) execute any time without paying and all documents necessary to assign all Company Improvements to Alba and (c) make a good faith effort to transfer to Alba any lossother data, damageinformation or results, indemnity relating to the Licensed Products, obtained by Company during the term of this Agreement, whether or penal clause, with 30 days' prior written noticenot the same constitutes Company Confidential Information.

Term and Termination. a. 6.1 This Agreement shall begin on the Effective Date and remain in full force and effect, unless earlier terminated in accordance with Section 6.2, until the later of (i) twelve (12) years from the Effective Date, or (ii) the expiration of the Exclusive License and Supply Agreement between ICN and Schering-Plough Ltd., dated July 28, 1995, as amended. 6.2 This Agreement may be terminated terminated, in whole or in part, by Schering or by ICN-RP upon written notice to the other parties in the event of a material breach of this Agreement by the parties with immediate effect upon occurrence other party that is continuing [REDACTED] days after the non-breaching party gives the breaching party notice of any such breach specifying in reasonable detail the particulars of the cases where bankruptcy or concordat proceedings are initiated against one of the partiesalleged breach; provided, proceedings are initiated for the liquidation of one of the partieshowever, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, that if the breach is not remedied within ten (10limited to a specific Compound and/or Product, then such termination right shall only apply with respect to that Compound and/or Product. 6.3 In the event of termination by ICN-RP under Section 6.2 with respect to a given Compound and/or Product due to a failure by Schering to fulfill its diligence obligations under Sections 3.3, 3.4 and 3.5 in one or more countries in the Territory, all licenses granted to Schering with respect to such Compound and/or Product in such country(ies) business days shall terminate and revert to ICN-RP; provided that nothing herein shall be construed as obligating Schering to license, transfer, assign or otherwise convey to ICN-RP any rights, title or interest in or to any of written notification Schering's or its Affiliates data, information, know-how, trademarks, patents, copyrights or other intellectual property or assets in the Field. 6.4 All exclusive licenses to Compounds and/or Products which are granted to Schering pursuant to Section 2.3 of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after this Agreement shall survive the expiration of the due date; it may immediately terminate the agreement without paying any lossthis Agreement under Section 6.1 and, damageunless earlier terminated pursuant to Sections 6.2 and 6.3, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by continue in full-force and effect on a product-by-product and country-by-country basis on the terms and conditions set forth herein until such time as Schering's royalty obligations with respect to such Compound and/or Product expires in the country. Upon expiration of each such license in a given country, the Documents; - license shall become a paid-up, irrevocable, royalty-free non-exclusive license in the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisioncountry. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 8.1. This Agreement Mandate shall commence on the date of receipt by Efficient Private Clients of a signed original Mandate from the Client. 8.2. Either party may terminate this Mandate on 30 (thirty) days written notice to the other. 8.3. The Client acknowledges that there may be terminated contractual investment terms applicable to certain products that form part of the Investments, which endure despite the termination of this Mandate, such as, but not limited to, participation in bespoke Efficient Private Clients portfolios and Foreign Investment Allowance capacity; In this event, Efficient Private Clients may continue to earn any relevant fees for the duration of such investment term. 8.4. It is recorded that certain Investments, and particularly offshore Investments, may require more than 30 (thirty) days to be realized and/or be repatriated. Whilst Efficient Private Clients will endeavor to meet the specified time constraints, the Client acknowledges that this may not necessarily be possible and holds Efficient Private Clients harmless against this occurrence. 8.5. Upon termination of this Mandate, and at the request of the Client in writing, Efficient Private Clients shall at the cost of the Client return any certificates, receipts, circulars and notices and/or any other contractually binding documentation relating to the Investments, which are in Efficient Private Clients possession and which are necessary for the reallocation of the Investments. 8.6. This Mandate may be amended by Efficient Private Clients on the parties provision of 30 (thirty) days prior written notice to the Client. Notwithstanding the foregoing, Efficient Private Clients reserves the right to unilaterally amend this Mandate with immediate effect upon occurrence of any if and only to the extent that it no longer complies with the Relevant Law from time to time. 8.7. Subject to that set out above, if we or the relevant member of the cases where bankruptcy or concordat proceedings are initiated against one of the partiesEfficient Private Clients for any reason cease to be an authorized financial services provider, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately Mandate shall automatically terminate the agreement without paying any loss, damage, compensation or penal clausewith immediate effect. b. In case 8.8. Should this Mandate be terminated for any reason, no penalty shall become due to either party in respect of such termination; Such termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail not, however, affect any outstanding order or transaction placed on your behalf prior to Control Union within one week after the termination of the Service Agreement; - all Mandate or any legal rights of the Client resulting from the Service Agreement shall terminate with immediate effector obligations, including any rights to which may then already have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionarisen. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. A. Initial Term of this Agreement shall commence on December 1, 1998 and it shall continue in effect for a period of three (3) years. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company. B. This Agreement may be terminated by Executive at Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the parties with immediate effect upon occurrence event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive's original termination notice. C. In the event that Executive is in breach of any material obligation owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesCompany, or one is convicted of the parties is dissolved any criminal act or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business engages in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed act of moral turpitude, then Company may terminate this Agreement upon five (5) days notice to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. Executive. In case event of termination of the Service Agreement by Control Union: - agreement pursuant to this subsection, Executive shall be paid only at the Client shall upon receiving notice them applicable base salary rate up to and including the date of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union termination. Executive shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possibleany incentive salary payments or other compensation, except to the extent it must disclose such Information as required by law prorated or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - otherwise. D. In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall not be terminated and Company agrees to use its best efforts to ensure that the contract transferee or surviving company is terminated due to bound by the Client’s fault, Control Union will demand that the Client provisions of this Agreement. Executive shall be compensated for One Hundred Fifty Thousand Dollars ($150,000) from the above date in addition to whatever other sum may be due him from Company, all direct and indirect damages incurred without the need for a court decisionof which shall be paid out in such manner as Executive shall reasonably request. c. Any term that is intended E. In the event of cessation of employment, all options granted to survive Executive will continue to vest under the Vesting Schedule in the Companies 1998 Stock Option Plan as amended unless termination was a result of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.items related in section 4C.

Term and Termination. a. A. The Initial Term of this Agreement shall commence on December 12, 2001 and it shall continue in effect for a period of Three (3) years. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company. This Agreement and Executive's employment may be terminated at Company's discretion during the Initial Term, provided that Company shall pay to Executive an amount equal to payment at Executive's base salary rate for the remaining period of Initial Term, plus an amount equal to Two-hundred percent (200%) of Executive's base salary, plus full medical coverage for 12 months following the effective termination date. In the event of such termination, Executive shall not be entitled to any incentive salary payment or any other compensation then in effect, prorated or otherwise. B. This Agreement and Executive's employment may be terminated by Company at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid Seventy-five percent (75%) of Executive's then applicable base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise. C. This Agreement may be terminated by Executive at Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the parties with immediate effect upon occurrence event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive's original termination notice. D. In the event that Executive is in breach of any material obligation owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesCompany, or one is convicted of the parties is dissolved any criminal act or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business engages in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed act of moral turpitude, then Company may terminate this Agreement upon five (5) days notice to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. Executive. In case event of termination of the Service Agreement by Control Union: - agreement pursuant to this subsection, Executive shall be paid only at the Client shall upon receiving notice then applicable base salary rate up to and including the date of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union termination. Executive shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possibleany incentive salary payments or other compensation, except to the extent it must disclose such Information as required by law prorated or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - otherwise. E. In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially any of its assets, this Agreement shall not be terminated and Company agrees to ensure that the contract transferee or surviving company is terminated due to bound by the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination provisions of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Agreement may 12.1 Subject at all times to earlier termination in accordance with the provisions of these terms and conditions, the provision of each service by 2Connect to the Customer shall continue until the expiration of the Minimum Term. Following the expiry of the Minimum Term, the Contract for the provision of the service(s) shall automatically renew for successive periods of 1 month unless either party serves on the other not less than three months’ written notice of termination, such notice to expire at the end of the minimum term or an anniversary of the date on which the minimum term expires. 12.2 The provision of certain services is dependent upon the customer also being provided with certain other related services. If, following the termination, for whatever reason, of the provision of any particular service, 2Connect would be terminated unable to continue to provide the customer with any such related services, then the termination of that single service shall be deemed to be in addition a termination of all such related services. 12.3 In addition to the payment by 2Connect of any applicable Service Credits in accordance with any applicable Service Level Agreement, the Customer shall be entitled to terminate the provision by 2Connect of a Service prior to the expiry of the Minimum Term or thereafter in the event that 2Connect fails to make the Service in question available for a period in excess of 24 consecutive hours on three occasions in any period of three consecutive Months. The Customer shall only be entitled to exercise its right to terminate pursuant to this Clause 12.3 by serving written notice of termination on 2Connect within 28 days of the date of the third qualifying period of unavailability with termination of the Service in question then taking effect on the expiry of that 28 days’ period. In the event that no notice of termination is received by 2Connect by the parties with immediate effect upon occurrence expiry of that 28 days’ period, the Customer shall be deemed to have waived its right to terminate pursuant to this Clause 14.3 on that particular occasion. 12.4 In the event that the Customer exercises its right to terminate the provision of a Service pursuant to Clause 14.3, 2Connect shall, within 28 days of the date of termination, refund to the customer any advance charges which may have been paid by the Customer in anticipation of the provision of that Service after the date of termination. 12.5 Without prejudice to its other rights or remedies, either party shall be entitled to immediately terminate: 12.5.1 The provision of all or any of the Services by serving written notice of termination on the other party (such notice to be served within 45 days of the breach giving rise to the right to terminate occurring) in the event that the other party commits a material breach of any of its obligations pursuant to these terms and conditions in connection with the cases where bankruptcy or concordat proceedings are initiated against one provision of the partiesService in question, proceedings are initiated for which, in the liquidation case of one a material breach which is capable of remedy, is not remedied within 30 days following receipt of written notice from the parties, party not in material breach requiring the party in breach to do so; 12.5.2 The provision of all Services in the event that the other party enters into any compromise or one of the parties is dissolved arrangement with its creditors or becomes unable to pay its debtsdebts within the meaning of section 123(1) of the Insolvency Act 1986, if an order is made or an effective resolution is passed for the business other party’s winding up (except for the purposes of amalgamation or reconstruction as a solvent company), if a petition to wind up the other party is partially presented to court (which is not withdrawn within 14 days) or completely left if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole of any part of the other party’s assets. 12.6 Without prejudice to its other right and remedies, 2Connect shall be entitled to terminate at its discretion the provision of all or any of the Services by written notice in the event that the Customer fails on three or more occasions to pay any invoice (to the administration extent that the customer has not disputed it in accordance with Clause 3.8) within 14 days of its due date and any such termination shall be deemed to be as a consequence of a material breach by the customer. 12.7 Termination of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this provision of any individual Service Agreement and such breach is capable of remedy, shall not affect the breach is not remedied within ten (10) business days of written notification continuing applicability of the breach; Contract in respect of all remaining Services which are still to be provided nor shall it affect the continuing enforceability of any provision of the Contract concerning the terminated Service which, whether expressly or - damages by implication, is to survive the other Party's nametermination of that particular service. 12.8 Termination of the provision of all Services shall not affect the continuing enforceability of any provision of the Contract which, reputation whether expressly or business in any way; - by implication, is to survive termination. 12.9 On the Client misuses day following the services obtained from Control Union in any way; - If date on which the Client does not pay any amount owed to Control Union within one month after provision of a data service terminates (or the expiration of the due date; it period of 21 days referred to in Clause14.3) the service will be completely decommissioned by 2Connect and, subject to Clause 14.3 and 14.4, all data stored by 2Connect in connection with the use of the data service will be deleted or delivered back to the Customer, as the Customer may immediately terminate the agreement without paying any loss, damage, compensation or penal clausereasonably require. b. In case 12.10 Internet / Leased Line termination costs are as follows 12.10.1 Prior to Site Survey a £500 Administration Fee Applies*, 12.10.2 Post Site Survey / Pre-Go-Live a £500 Administration Fee, any Construction Costs and 25% of termination Full Term Contract Rental Applies** 12.10.3 Post Go-Live Full Term Contract Rental Applies. * At the discretion of 2Connect Data Services Limited ** Exception being where ECC's (excess construction charge) are identified where the Service Agreement by Control Union: - client has the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail option to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - cancel without charge 12.11 In the event that the Customer terminates or gives notice to terminate (for any reason other than 2Connect’s material breach) the Contact or Services, and whether terminating the Contract in whole or in part, prior to the end of the specified Minimum Term then: 12.11.1 Any outstanding charges owed up to the end of the Minimum Term will become immediately due for payment in full; and 12.11.2 If the contract includes telephony charges, the termination charge shall include 30% of the average sell charge for calls in the 6 months prior to the cancellation month (for the lines subject to cancellation) multiplied by the number of contracted month outstanding 12.12 If the Contract is terminated due by either party hereto, or otherwise expires, the Customer shall in addition to any early termination amounts immediately pay to 2Connect all arrears of charges together with any interest under the Contract up to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiondate of termination or expiry. c. 12.13 In the event, the Minimum Term has expired and the subsequent anniversary has elapsed prior to such termination or notice, the Customer shall pay: 12.13.1 Any term that is intended outstanding charges owed up to survive termination the end of the Service Agreement will survive expiration or extended term as defined in Clause 12.1, and; 12.13.2 If the contract includes telephony charges, the termination charge shall include 30% of the Service Agreementaverage sell charge for calls in the 6 months prior to the cancellation month (for the lines subject to cancellation) multiplied by the number of contracted month outstanding in the extended term. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 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 agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have 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 by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Managing Dealer all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Managing Dealer is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the parties with immediate effect upon occurrence of Company or any officer or director of the cases where bankruptcy Company arising from the Managing Dealer’s breach of this Agreement or concordat proceedings are initiated an action that would otherwise give rise to an indemnification claim against one of the partiesManaging Dealer under Section 4.b. herein, proceedings are initiated for and (b) the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Managing Dealer shall promptly deliver to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches Company all records and documents in its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession that relate to the extent possible, except to the extent it must disclose such Information Offering other than as required by law or to be retained by the terms Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Documents; - Offering to a party designated by the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. A. The Initial Term of this Agreement shall commence on the first of day of General Counsel’s full time employment, which is presently anticipated to begin on July 6, 2010, and it shall continue in effect for a period of 1 year subject, however, to earlier termination in accordance with the provisions of this Agreement. This Agreement may be shall automatically renew on an annual basis on each anniversary of the commencement of the Initial Term unless terminated by either party hereto giving written notice to the parties with immediate effect upon occurrence of any other at least ninety (90) days prior to such anniversary. B. If the Company in its discretion terminates this Agreement prior to the commencement of the cases where bankruptcy Initial Term as contemplated in Section 5(A) above without cause, then General Counsel shall be paid $187,500 in pro rata installments over 9 months according to the Company’s regular payroll schedule. C. If during the Initial Term (or concordat proceedings are initiated against one as of the parties, proceedings are initiated for the liquidation of one completion of the partiesInitial Term by non-renewal), (i) the Company at its discretion terminates this Agreement without cause or (ii) General Counsel terminates this Agreement with Good Reason (as defined below), then the Company shall pay General Counsel $250,000 in pro rata installments over 12 months according to the Company’s regular payroll schedule. D. If after the Initial Term, (i) the Company at its discretion terminates this Agreement without cause, or one of (ii) General Counsel terminates this Agreement with Good Reason, then the parties is dissolved or becomes unable to Company shall pay its debts, or General Counsel the business is partially or completely left then existing annual base salary in pro rata installments over 12 months according to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseCompany’s regular payroll schedule. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - E. In the event that General Counsel is in breach of any material obligation owed Company in this Agreement, habitually neglects the contract duties to be performed under this Agreement, engages in any conduct which is terminated due dishonest, damages the reputation or standing of the Company, or is convicted of any criminal act (other than routine traffic violations) or engages in any act of moral turpitude, then Company may terminate this Agreement “for cause” upon five (5) days notice to Executive. In event of termination of this Agreement pursuant to this subsection, General Counsel shall be paid only at the then applicable base salary rate up to and including the date of termination. Executive shall not be paid any further compensation, salary, incentive pay, bonus monies, or any sums whatsoever or compensation of any kind, prorated or otherwise, including but not limited any sums set forth in this Section 5. F. For purposes of this Agreement, “Good Reason” means: (i) General Counsel’s base salary is decreased more than five percent (5%) without consent of General Counsel, unless the salaries of all employees at a similar management level are reduced simultaneously, (ii) General Counsel’s place of work is moved more than seventy-five (75) miles from its current location without the consent of General Counsel, provided, however, that the mileage limitation in this subsection 5(F)(ii) shall not apply in the event of a change in control of the Company so long as General Counsel is not required to work at a new location that exceeds the mileage limitation in excess of twelve (12) months after such change in control, or (iii) General Counsel’s title or responsibilities are materially diminished without the consent of General Counsel. The General Counsel will be deemed to consent to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination action of the Service Agreement will survive expiration or termination Company if the General Counsel does not notify the Company in writing of the Service AgreementGeneral Counsel’s intent to leave for Good Reason within thirty (30) days of such action, and upon such notice to the Company, the Company shall have fifteen (15) days to take corrective action to eliminate the Good Reason. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 10.01 The initial term of this Agreement may shall be terminated by three (3) years from the parties with immediate effect upon occurrence of any of date first referenced above and the cases where bankruptcy or concordat proceedings are initiated against appointment shall automatically be renewed for one year successive terms without further action of the parties, proceedings are initiated for unless written notice is provided by either party at least 90 days prior to the liquidation of one end of the partiesinitial or any subsequent period. The term of this appointment shall be governed in accordance with this paragraph, or one notwithstanding the cessation of active trading in the parties is dissolved or becomes unable to pay capital stock of any Fund. 10.02 In the event that AST commits any continuing breach of its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its material obligations under this Service Agreement Agreement, and such breach is capable remains uncured for more than sixty (60) days after written notice by the Company (which notice shall explicitly reference this provision of remedythe Agreement), the breach is not remedied within ten Company shall be entitled to terminate this agreement with no further payments other than (10a) business days payment of written notification any amounts then outstanding under this Agreement and (b) payment of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed amounts required pursuant to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseSection 10.05 hereof. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 10.03 In the event that the contract is terminated due Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 above, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, as well as the charges accruing pursuant to Section 10.05 below. 10.04 In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than sixty (60) days, AST shall have the right to terminate or suspend its services after written notice by AST (which notice shall explicitly reference this provision of the Agreement) to the Client’s faultCompany. During such time as AST may suspend its services, Control Union will demand that AST shall have no obligation to act as sub-transfer agent and/or registrar on behalf of the Client Company, and shall not be compensated deemed its agent for all direct and indirect damages incurred without the need for a court decisionsuch purposes. c. Any term that is intended 10.05 Should the Company elect not to survive termination renew this Agreement or otherwise terminate this Agreement, AST shall be entitled to reasonable costs for records for delivery to its successor or to the Company, and for forwarding and maintaining records with respect to certificates received after such termination. AST will perform its services in assisting with the transfer of the Service Agreement will survive expiration or termination of the Service Agreementrecords in a diligent and professional manner. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 4.1 The term of the Executive's employment under this Agreement shall commence on the Effective Date and shall continue thereafter for a period of three (3) years, but shall be renewed for successive one (1) year terms thereafter unless and until either party provides written notice of non-renewal at least fourteen (14) days prior to the annual renewal date. Notwithstanding the foregoing, the Executive may terminate this Agreement for any reason by giving the Company at least fourteen (14) days written notice. If the Executive voluntarily terminates this Agreement, the Company shall have no further financial liability to the Executive beyond the effective date of such termination. 4.2 Notwithstanding anything in this Agreement to the contrary, the Executive's employment with the Company may be terminated immediately at any time by the parties with immediate effect Company for "cause" which shall mean upon the occurrence of any of the cases where bankruptcy following events: (i) breach or concordat proceedings are initiated against one attempted breach by Executive of any provision of this Agreement or negligent or unsatisfactory performance of his duties; (ii) breach or attempted breach by Executive of fiduciary duties owed to the Company as an officer and/or director, including the misappropriation or attempted misappropriation of funds or property of the parties, proceedings are initiated for Company; (iii) attempting to or securing any personal profit or benefit by Executive not thoroughly disclosed to and approved by the liquidation Board of one Directors in connection with any transaction entered or to be entered on behalf of the partiesCompany or any affiliate; (iv) conduct on any part of the Executive, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the interests or reputation of the Company including, without limitation, conviction of a felony criminal offense; or (v) if, for a continuous period of thirty (30) calendar days, or one for more than thirty (30) calendar days in any calendar year, excluding any authorized vacation or authorized leave of absence, the parties Executive is dissolved absent or becomes expected to be absent from his full time employment or is otherwise unable to pay its debtsperform his duties, as reasonably determined by a disinterested physician selected by the Company, by reason of illness, injury, or the business is partially mental or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausephysical disability. b. 4.3 In case the event of termination of employment, the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union Executive shall be obliged entitled to maintain confidentiality regarding receive (i) the Information Salary compensation due, if any, on a pro-rata basis, (ii) reimbursement of expenses to the extent possible, except to the extent it must disclose such Information as required by law or by the terms effective date of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approvaltermination, and shall inform Control Union about this. - In (iii) an amount, if any, equal to any earned but unused vacation time based upon the event that the contract is terminated due then Salary, if any, computed on a daily basis subject to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisioncustomary payroll deductions. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.1 Subject to the termination provisions set forth in this Article III, this Agreement shall continue for an initial period of four (4) years from the Effective Date (“Initial Services Term) and shall be automatically renewed for consecutive three (3) year terms thereafter (each an “Additional Services Term”) unless earlier terminated as hereafter provided. 3.2 At any time during the Initial Services Term or at any time during an Additional Services Term, the Business Manager may terminate this Agreement for cause (i.e., a material default by Service Provider hereunder) upon ten (10) days’ prior written notice to Service Provider; provided, however, that prior to exercising its rights under this Section 3.2, the Business Manager shall notify Service Provider of any default, and Service Provider shall have thirty (30) days after receipt of the notice to cure the default to the Business Manager’s reasonable satisfaction. As full compensation to which Service Provider shall be terminated entitled, the Business Manager shall promptly make payment to Service Provider as provided in Article V below for the Services performed prior to the effective date of termination in compliance with the terms and provisions of this Agreement. 3.3 At any time during the Initial Services Term or during an Additional Services Term, the Business Manager shall have the right to terminate this Agreement, without cause, by providing not less than sixty (60) days’ prior written notice to Service Provider of any election to so terminate and specifying the parties effective date of such termination; provided, however, in such event, Service Provider shall be entitled to and shall be paid a termination fee equal to the product of: (a) the average monthly compensation, set forth on Exhibit A, for the six (6) months immediately preceding the month in which the Service Provider is served the termination notice from the Business Manager, multiplied by (b) six (6) (“Termination Fee”). The Termination Fee shall be paid on the effective date of such termination with immediate effect a credit to Business Manager for compensation paid to Service Provider for the period from the date of Service Provider’s receipt of the termination notice to and including the effective date of such termination. 3.4 Provided that Service Provider is not providing or is terminating such Services to all other clients of Service Provider, and no affiliate of Service Provider is providing or is undertaking to provide such Services, Service Provider, at any time during the Initial Services Term or during an Additional Services Term, may elect to limit one or more of the Services it is providing to the Business Manager upon not less than sixty (60) days’ prior written notice to the Business Manager, specifying the effective date such Services shall no longer be performed and describing in reasonable detail the Services to be terminated. As full compensation to which Service Provider shall be entitled, the Business Manager shall promptly make payment to Service Provider as provided in Article V below for Services performed prior to the effective date of termination in compliance with the terms and provisions of this Agreement 3.5 If at any time during the Initial Services Term or any Additional Services Term the REIT has had a Change of Control, as hereinafter defined, Service Provider shall have the right to terminate this Agreement, without cause, upon written notice to Business Manager. At any time during the Initial Services Term or any Additional Services Term, and the REIT has not had a Change of Control, Service Provider shall have the right to terminate this Agreement, without cause, by providing not less than one hundred eighty (180) days’ prior written notice to the Business Manager, specifying the effective date of such termination. The foregoing notwithstanding, Service Provider, upon ten (10) days’ prior written notice to the Business Manager, may terminate this Agreement, or decline to provide a particular Service hereunder upon the occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one following events: (a) The Business Manager fails, in the absence of the partiesa bona fide dispute with respect to any payment, proceedings are initiated to make payment for the liquidation of one of the partiesServices on its due date; provided, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedyhowever, the Business Manager may cure the breach is not remedied up to three (3) times per calendar year by making payment within ten (10) business days of the Business Manager’s receipt of written notification notice that it failed to make the payment when due; (b) The Business Manager requests that Service Provider provide Services that in the Service Provider’s opinion would violate any applicable law or the rules of any regulatory body with jurisdiction and the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client Business Manager does not pay promptly withdraw the request upon Service Provider’s notice to the Business Manager of Service Provider’s aforesaid opinion; (c) The Business Manager requests that Service Provider take any amount owed action that in the Service Provider’s opinion would result in the commission of a fraud upon any person or party and the Business Manager does not promptly withdraw the request upon Service Provider’s notice to Control Union within one month after the expiration Business Manager of Service Provider’s aforesaid opinion; (d) The Business Manager requests that Service Provider take any action that, upon the due dateadvice of counsel to Service Provider, could subject Service Provider to liability or material damages in civil litigation and the Business Manager does not promptly withdraw the request upon Service Provider’s notice to the Business Manager of Service Provider’s aforesaid advice of counsel; it may immediately terminate or (e) The Business Manager requests that Service Provider provide Services that upon advice of counsel to Service Provider would cause Service Provider or any of its employees to be in violation of its professional code of ethics or other ethical standards the agreement without paying Service Provider or any lossof its employees is subject to and the Business Manager does not promptly withdraw the request upon Service Provider’s notice to the Business Manager of Service Provider’s counsel’s advice. As full compensation to which Service Provider shall be entitled, damagethe Business Manager shall promptly make payment to Service Provider as provided in Article V below for Services performed prior to the effective date of termination in compliance with the terms and provisions of this Agreement 3.6 Upon any termination of this Agreement or cessation of Services arising under Sections 3.2 or 3.4 of this Agreement, compensation during the Initial Services Term or penal clause. b. In case any Additional Services Term, Service Provider shall provide the Business Manager with a reasonable opportunity to transition any terminated Services to any replacement provider(s) designated by the Business Manager (“Replacement Provider”), which period shall not be more than sixty (60) days from the date of termination of this Agreement or specified terminated Services (the “Transition Period”). During the Transition Period, Service Agreement by Control Union: - the Client Provider shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail use reasonable efforts to Control Union within one week after the termination avoid causing any unnecessary interruption of the Service Agreement; - all rights terminated Services so as to provide a smooth transition of such Services (the “Transition”). All services related to Transition shall be deemed Services and subject to the charges and fees set forth in Exhibit A attached hereto. 3.7 For the purposes hereof, the term “Change of Control” shall mean the occurrence of any one or more of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.following:

Term and Termination. a. 7.1 The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless otherwise specified One (1) year renewal options may be exercised by Customer’s issuance of thirty (30) days advanced written notice (each a “Renewal Term”). 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and shall renew as stated in 7.1 above. The term of each SOW shall be stated in the SOW. This Agreement and any Equipment List or SOW may be terminated by in accordance to Appendix A, Section 9B of DIR Contract No. DIR-TSO-2612. Cisco reserves the parties with immediate effect upon occurrence of any right to make changes to the scope and content of the cases where bankruptcy Services or concordat proceedings are initiated against one part thereof, including terminating the availability of a given Service, at any time upon ninety (90) days' prior notice. Such changes will become effective upon renewal of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwiseaffected Equipment Lists and SOWs. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client Customer does not pay agree to a change of scope or content, Customer may terminate any amount owed affected Equipment List or SOW by notifying Cisco at thirty (30) days prior to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination then current one (1) year term of the Service Agreement by Control Union: - Equipment List or SOW. In such case, Cisco shall continue to provide Services until the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination next expiration date of the Service affected Equipment List or SOW. In the event that, following termination or expiration of this Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union such Purchase Orders shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or governed by the terms and conditions of DIR Contract No. DIR-TSO-2612 and this Agreement notwithstanding the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the Service Agreement. d. Control Union may also terminate term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, unless otherwise agreed by Cisco. Upon termination of this Agreement, any Equipment List or SOWs, Customer shall pay Cisco for all work performed and accepted under the affected Equipment Lists or SOWs up to the effective date of termination at any time without paying any lossthe agreed upon prices, damage, indemnity or penal clause, with 30 days' prior written noticefees and expense reimbursement rates.

Term and Termination. a. 7.1 This Agreement Contract shall commence as of the 15th day of March, 2000, and shall extend for a period of thirty-six (36) months, to and including the 14th day of March, 2003 with a 2 year option agreed to by both parties. 7.2 The obligation of Client to pay fees and expenses earned or incurred by LHSI, as the case may be terminated by be, prior to the effective date of termination, the obligations of LHSI under paragraphs 2.9(c), the obligations of Client under paragraphs 3.6 and 3.7, and the rights and *** CONFIDENTIAL TREATMENT REQUESTED obligations of both parties with immediate effect upon occurrence under Articles VI, VII and IX shall survive the termination or expiration of this Contract. 7.3 If either LHSI or Client should fail to discharge fully and promptly any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement Contract or the Exhibits hereto, including the Client's obligation to make payments and LHSI's obligation to meet the KPI's, attached hereto as Exhibit "C", and further fail to cure such breach is capable of remedydefault within a reasonable time not to exceed 60 days (provided that such a failure can be cured) after written notice thereof by the non-defaulting party, the breach is not remedied within ten non-defaulting party shall have the right to immediately terminate this Contract upon giving the defaulting party written notice to such effect 7.4 Client shall have the right to terminate this Contract before the 15th day of March, 2003 for any major business change with ninety (1090) business days prior written notice to LHSI. In the event of written early termination under this paragraph, Client shall pay LHSI an Early Termination Fee equivalent to *** following the effective date of termination. *** at the time of notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of early termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union . 7.5 Each party hereto shall have the right to terminate this Contract in the event of any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution proceeding involving the other party is commenced and not dismissed within 90 days of its commencement. 7.6 Upon termination or expiration of this Contract, LHSI shall promptly return to Client at Client's sole expense, all Products then in its possession or control, all packaging, shipping and labeling materials related thereto, all invoice forms, any equipment or other property purchased by Client, and all customer and sales representative lists and other confidential or proprietary information provided hereunder by Client or developed by LHSI in relation to this Contract, and any information provided in order that LHSI may obtain any government licenses and permits. LHSI shall provide an electronic copy of lot tracking data, customer history, and addresses to Client. LHSI shall be obliged to maintain confidentiality regarding compensated at the Information to accessorial labor rate detailed in Exhibit "A" of this Contract in returning property of Client from the extent possible, except to the extent it must disclose such Information as required by law or by the terms last effective day of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionthis Contract. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 9.1 This Agreement may be terminated by starts on the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Effective Date and will continue until all licenses to the administration of the liquidator, bankruptcy officer Solution expire or trustee, voluntarily or otherwise. Or - If each until this Agreement is terminated in accordance with its terms. 9.2 Either party materially breaches its obligations under shall be entitled to terminate this Service Agreement and such Agreement: (a) for any material breach is capable of remedy, the breach is not remedied cured within ten (10) business 30 days of following written notification notice of the breach; or - damages or (b) immediately upon written notice if the other Party's nameparty becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, reputation administration, liquidation or business in any way; - assignment for the Client misuses benefit of its creditors. 9.3 DataRobot shall be entitled to immediately suspend or terminate this Agreement and/or Customer’s license to the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration Solution: (a) upon Customer’s breach of Section 3 (Restrictions on Use) and Section 4 (Viruses and Use of the due dateSolution); or (b) if it may immediately terminate believes that it is no longer able to continue to operate its business or the agreement without paying any loss, damage, compensation or penal clauseSolution in the country where Customer is using the Solution. b. In case of termination of 9.4 Except as otherwise set out in this Agreement, this Agreement and the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - applicable Order are non-cancellable and all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionfees are non-refundable. c. Any term 9.5 On termination or expiry of this Agreement for any reason: (a) this Section 9.5, Section 11 (Proprietary Rights), Section 12 (Customer Data), Section 13 (Confidentiality), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 18 (Entire Agreement) and Section 20 (General) will survive alongside any other clauses that is are intended to survive termination or expiration or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement; (b) all licenses granted under this Agreement will immediately terminate and Customer shall immediately cease use of the Service Agreement will survive expiration Solution; (c) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; (d) DataRobot may destroy or otherwise dispose of any Customer Data in its possession unless DataRobot receives written notice requesting the return of the Customer Data no later than 10 days following the date of termination of this Agreement; and (e) any rights, remedies, obligations or liabilities of the Service Agreementparties that have accrued up to the date of termination which existed at or before the date of termination will not be affected. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 7.1. Either party may, at any time, during the Term, furnish the other party hereto with a written notice that this Agreement is terminated (the “Termination Notice”). The Termination Notice may be terminated with or without cause and must be furnished to the other party at least 180 days prior to the Termination Notice having effect (the “Notice Period”). In the event of a Termination Notice furnished by the parties with immediate effect upon occurrence of any Company prior to completion of the cases where bankruptcy or concordat proceedings are initiated against one six-month period following the Commencement Date of Employment, the Notice Period shall be the longer of six (6) months and that period commencing upon the date the Termination Notice is furnished and ending upon the completion of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one aforesaid six-month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseperiod. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this7.2. - In the event that a Termination Notice is delivered by either party hereto, the contract is terminated due following shall apply: 7.2.1. During the Notice Period, Employee shall be obligated to continue to discharge and perform all of his duties and obligations with Company and to take all steps, satisfactory to the Client’s faultCompany, Control Union will demand that to ensure the Client be compensated for orderly transition to any persons designated by Company of all direct and indirect damages incurred without matters handled by Employee during the need for a court decisioncourse of his employment with Company. c. Any term that 7.2.2. Notwithstanding the provisions of Section 7.2.1 above to the contrary, by notifying Employee concurrently with or at any time after a Termination Notice is intended delivered by either party hereto, Company shall be entitled to survive termination waive Employee’s services with Company during the Notice Period or any part thereof and/or terminate the employer-employee relationship prior to the completion of the Service Agreement will survive expiration or termination Notice Period. In such events Company shall pay Employee that sum equal to the compensatory payment as required by, and in accordance with, the Prior Notice Law, 2001. For the removal of doubt, it is clarified that, in the event Company waives any and/or all of Employee’s services with Company during the Notice Period as aforesaid, Employee shall, immediately, upon receipt of notice of such waiver, return to Company any and all equipment provided to him for purposes of the Service performance of his duties under this Agreement. d. Control Union may also 7.3. The provisions of Sections 7.1 and 7.2 above notwithstanding, Company, by furnishing a notice to Employee, shall be entitled to terminate his employment with Company with immediate effect where said termination is a Termination for Cause. In the event of such termination, without derogating from the rights of Company under this Agreement at and/or any time without paying applicable law, Employee shall not be entitled to severance pay and/or to any lossof the consideration specified in Section 7.2 above and/or to Company’s contributions to the Advanced Study Fund. In addition, damageand in the event of the occurrence of the circumstances set forth in Section 6.1.6 above, indemnity Employee shall not be entitled to the severance pay component in the Managers’ Insurance Policy and/or to Company’s contributions to the compensatory payments component in the Manager’s Insurance Policy. 7.4. As used in this Agreement, the term “Termination for Cause” shall mean termination of Employee’s employment with Company as a result of the occurrence of any one of the following: (i) Employee has committed a dishonorable criminal offense; (ii) Employee is in breach of his duties of trust or penal clause, with 30 days' prior written noticeloyalty to Company; (iii) Employee deliberately causes harm to Company’s business affairs; (iv) Employee breaches the confidentiality and/or non-competition and/or non-solicitation and/or assignment of inventions provisions of this Agreement; and/or (v) circumstances that do not entitle Employee to severance payments under any applicable law and/or under any judicial decision of a competent tribunal.

Term and Termination. a. 14.1 This Agreement may shall take effect on the Effective Date. Unless sooner terminated in accordance with the relevant provisions of this Agreement, the term of this Agreement shall be terminated by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation five (5) years and shall be automatically renewed successively for an additional terms of one (1) year unless either party, in its sole discretion, gives notice of the parties, or one of the parties is dissolved or becomes unable termination no less than ninety (90) days prior to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausecurrent term. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 14.2 In the event that ASP fails to cooperate by verifying its financial condition, or if Hyland has reasonable basis to conclude that for any reason ASP is or will become unable to discharge its obligations hereunder, Hyland many terminate this Agreement upon thirty (30) days written notice. 14.3 In the contract event of a filing by or against either party of a petition for relief under the United Stated Bankruptcy Code or any similar petition under the insolvency laws of any jurisdiction, where such filing is not dismissed within thirty (30) days after the date of filing, or should either party discontinue the business operations relevant to this Agreement, then the other party may immediately terminate this Agreement upon written notice. 14.4 In addition to provisions authorizing termination hereunder, either party shall have the right to terminate this Agreement as a result of a material breach of the Agreement by the other party that is not cured within thirty (30) days after written notice of such breach. Copyright(C)Hyland Software, Inc. (Confidential) 7 Confidential Treatment Requested 14.5 Upon termination of this Agreement, and except as otherwise provided in this Agreement, the license granted to ASP by this Agreement shall be terminated immediately. In the event of termination, ASP shall be permitted a wind down period during which shall be entitled to continue its use of the Application Software pursuant to this Agreement, which in no event shall extend more than one (1) year from the date of termination. During the wind down period (a) Hyland shall be prohibited from exercising its rights under Section 11.2 herein unless expressly permitted by the prior written consent of ASP, and (b) ASP shall be required to comply with all of the terms and conditions of this Agreement including making timely reports and payments to Hyland for Application Partner Fees. Following the conclusion of the wind down period, ASP shall make no further use of all or any part of the Application Software or any Confidential Information received from Hyland. 14.6 In the event of termination ASP shall cease any public statement or representation that it is an authorized ASP, and shall immediately cease use of any trademark or trade name of Hyland, except as may otherwise be authorized in writing by Hyland. 14.7 The provisions of this Agreement concerning Confidential Information, indemnification and, except as otherwise provided, non-competition, shall survive the termination of this Agreement, and termination shall not relieve either party of the obligation to pay any amount due to the Client’s fault, Control Union will demand other hereunder. It is understood and agreed that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive no termination of this Agreement, whatever the Service Agreement will survive expiration cause thereof, shall in any way terminate, restrict, limit or termination affect in any way the right of any authorized Customer to utilize the Service Application Software in accordance with the terms of an Application Software License Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 7.1 The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless otherwise specified. Three (3) one (1) year renewal options may be exercised by Cisco’s issuance of thirty (30) days advanced written notice and Customer's concurrence prior to the then-effective expiration date (each a “Renewal Term”). 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and shall renew as stated in 7.1 above. The term of each SOW shall be stated in the SOW. This Agreement and any Equipment List or SOW may be terminated by in accordance to Appendix A, Section 11B of DIR Contract No. DIR-TSO-2542. Cisco reserves the parties with immediate effect upon occurrence of any right to make changes to the scope and content of the cases where bankruptcy Services or concordat proceedings are initiated against one part thereof, including terminating the availability of a given Service, at any time upon ninety (90) days' prior notice. Such changes will become effective upon renewal of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwiseaffected Equipment Lists and SOWs. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client Customer does not pay agree to a change of scope or content, Customer may terminate any amount owed affected Equipment List or SOW by notifying Cisco at thirty (30) days prior to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination then current one (1) year term of the Service Agreement by Control Union: - Equipment List or SOW. In such case, Cisco shall continue to provide Services until the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination next expiration date of the Service affected Equipment List or SOW. In the event that, following termination or expiration of this Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union such Purchase Orders shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or governed by the terms and conditions of DIR Contract No. DIR-TSO-2542 and this Agreement notwithstanding the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the Service Agreement. d. Control Union may also terminate term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, unless otherwise agreed by Cisco. Upon termination of this Agreement, any Equipment List or SOWs, Customer shall pay Cisco for all work performed and accepted under the affected Equipment Lists or SOWs up to the effective date of termination at any time without paying any lossthe agreed upon prices, damage, indemnity or penal clause, with 30 days' prior written noticefees and expense reimbursement rates.

Term and Termination. a. 8.1 This Agreement may is effective on the Effective Date, and shall continue in effect unless earlier terminated under the provisions of this Agreement. 8.2 The licenses granted from WDT to Licensee under Section 2 will be effective from the Effective Date unless earlier terminated by under the parties with immediate effect upon occurrence provisions of any of the cases where bankruptcy or concordat proceedings are initiated against one of the partiesthis Agreement. Subject to this Section 8, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable once all payments owed to pay its debts, or the business is partially or completely left WDT have been paid to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedyWDT, the breach is not remedied within ten (10) business days licenses granted by WDT to Licensee under Section 2 will survive in perpetuity. 8.3 Subject to Sections 8.7 and 8.8, a Subsidiary’s license under Section 2 shall terminate on the earlier of: a. the date such Subsidiary ceases to be a Subsidiary of written notification Licensee; or b. the date of the breach; termination or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the license under any other provision, term or condition of this Agreement. 8.4 If a payment set forth in Section 5 that is not subject to good faith dispute is not made by the date required, and if such payment, plus interest pursuant to Section 5.4, is not made prior to thirty (30) days after notice from WDT of Licensee’s delinquency and/or after resolution of any good faith dispute, then, at WDT’s sole option, this Agreement and all licenses and other rights granted herein to Licensee may be terminated. Licensee will remain obligated to pay all payments, and prorated portions of all payments, which had become due dateprior to such notice (plus interest thereon as provided in Section 5.4). WDT’s election of the option set forth in this Section 8.4 will be stated in such notice. Such notice shall be given as stated in Section 10 herein. 8.5 If Licensee breaches any material provisions of this Agreement, WDT will have the right to terminate this Agreement, including all licenses granted hereunder, in addition to any and all other remedies available at law or equity, unless Licensee cures such breach within thirty (30) days after receiving written notice of the breach by WDT. Licensee shall make commercially reasonable efforts to cure the material breach in the least amount of time possible within the 30-day notice period. 8.6 If Licensee (a) becomes substantially insolvent; (b) makes an assignment for the benefit of creditors; (c) files or has filed against it a petition in bankruptcy or seeking reorganization; (d) has a receiver appointed; or (e) institutes any proceedings for liquidation or winding up or have such proceedings instituted against it; then WDT may, in addition to other rights and remedies it may have, terminate this Agreement immediately terminate the agreement without paying any loss, damage, compensation or penal clauseby written notice. b. In case 8.7 Upon termination of this Agreement, Licensee’s right to grant further sublicenses under Licensed Subject Matter will terminate. All sublicenses granted prior to the date of termination shall continue in full force and effect. Licensee shall be entitled to use the WDT Code, associated scripts, and any Confidential Information (collectively, “Archival Materials”) solely for the purpose of fulfilling obligations entered into prior to the date of termination. Such Archival Materials may not be used for any other purpose without the express written consent from WDT, and will remain subject to all the terms and conditions of this Agreement. 8.8 Upon termination of this Agreement and fulfillment of Licensee’s obligations to third parties under Section 8.7, unless otherwise notified by WDT, Licensee shall within sixty (60) days (a) destroy all copies of the Service Agreement by Control Union: - WDT Code, Derivative Works, all associated scripts, and all Confidential Information, and (b) certify such destruction in writing. Notwithstanding the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effectforegoing, including any rights to have units and/or products audited and/or approved; - Control Union Licensee shall not be obliged required to refund alter, modify, delete or destroy computer backup tapes or other backup media made in the fee which has already been paid by ordinary course of business and Licensee may retain a copy of the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information Archival Materials for legal compliance and regulatory purposes, provided that any such Archival Materials remain subject to the extent possibleterms and conditions of this Agreement. 8.9 Termination of this Agreement will not release either Party from any obligations theretofore accrued. Sections 1, except 2.4 to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval2.12, shall withdraw these indications and/or letter of approval3.2, 4, 7, 8, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union 11 of this Agreement will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service this Agreement will survive expiration or termination of the Service Agreementfor any reason. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 30.1 This Agreement shall remain in full force for an indefinite period. 30.2 A 95% Ordinary Shareholder may be terminated by request the parties with immediate effect upon occurrence of any Company and the Voting Depository jointly in writing to terminate the Founders High Voting Plan. In such request the 95% Ordinary Shareholder shall irrevocably undertake to start squeeze-out proceedings pursuant to Section 2:92a of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after Dutch Civil Code as soon as possible following the termination of the Service Agreement; - all rights Founders High Voting Plan. Together with such request, the 95% Ordinary Shareholder shall submit documentation reasonably demonstrating that the 95% Ordinary Shareholder (alone or jointly with its group companies within the meaning of Section 2:24b of the Client resulting from Dutch Civil Code) holds at least 95% of the Service Agreement shall issued and outstanding ordinary shares of the Company. 30.3 The DR Holders may resolve by Supermajority in writing to terminate with immediate effectthe Founders High Voting Plan. Such resolution, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund signed by at least the fee which has already been paid by Supermajority of the Client; - Control Union DR Holders, shall be obliged to maintain confidentiality regarding the Information sent to the extent possible, except Voting Depository and the Company. 30.4 Following receipt of a request as referred to in Article 30.2 or a copy of a resolution as referred to in Article 30.3: a. the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, Voting Depository shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated unilaterally cancel all DRs without any compensation becoming due to the Client’s faultDR Holders as a result of such cancellation; b. the Voting Depository shall transfer all Special Voting Shares it holds back to the Company in accordance with Article 14; c. the Board of Directors shall propose to the General Meeting an amendment to the Company Articles to abolish all references to the Special Voting Shares; d. the Voting Depository shall be dissolved; and e. upon completion of steps a. through d. above, Control Union this Agreement will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionautomatically terminate. c. Any term that is intended to survive termination 30.5 In case of dissolution of the Service Agreement Voting Depository for any reason other than pursuant to Article 30.4, the Voting Depository shall transfer the Special Voting Shares back to the Company for no consideration (om niet) and the Parties will survive expiration or termination seek to implement another appropriate structure similar to the Founders High Voting Plan. 30.6 The Voting Depository hereby grants to the Company an irrevocable power of attorney to transfer the Special Voting Shares in accordance with Clause 30.5. The Company, in its capacity as attorney under the power of attorney described in this Clause 30.6, may act as counterparty of the Service AgreementVoting Depository. The power of attorney granted pursuant to this Clause 30.6 is granted with full power of substitution. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 3.01 The term of this Agreement shall commence February 1, 2014, and extend for a period of five (5) years, unless sooner terminated or suspended pursuant to the provisions of this Agreement. 3.02 The Operator may terminate this Agreement, without cause, upon written notice to the City of Houston. 3.03 With the prior authorization of the City Council of the City, the Chief of Police may terminate this Agreement, without cause, upon thirty (30) days written notice to the Operator. 3.04 In the event he has grounds to believe that the Operator has failed to timely or fully perform any obligation assumed under this Agreement, including but not limited to the provisions of Section 6.19 herein, except for violations relating to the right to tow a vehicle as covered by Section 3.05, the Chief of Police or any Executive Assistant or Assistant Chief of Police may suspend this Agreement upon written notice to the Operator. The grounds for the suspension shall be stated in the notice. If the Operator so requests by giving notice in writing thereof to the address or party named in Section 5.02, the Chief of Police, or a hearing officer that he may designate therefor, will afford a hearing to the Operator as to the suspension within five (5) days after delivery, Saturdays, Sundays and City observed holidays, excepted. Sworn affidavits shall be accepted as evidence at such hearings. If the hearing officer finds that there has been no breach of the terms and provisions of this Agreement or any prior Agreement then the hearing officer shall reinstate this Agreement. If the hearing officer finds that there has been a breach then he may terminate this Agreement, provided that, in lieu of termination, he or she may impose a further suspension of from one (1) to three hundred sixty-five (365) days for the breach or breaches of this Agreement and require that reasonable restitution be made to any person(s) damaged by the breach. Unless otherwise directed by the hearing official, restitution shall be made within thirty (30) days following the imposition of the suspension and restitution or the Agreement shall be terminated. The decision of the hearing officer shall be made in writing and notice thereof shall be given to the Operator and shall be final. 3.05 Operator agrees that an officer in the Auto Dealer’s Detail of the Police Department shall resolve all disputes between heavy-duty wrecker Operators relating to the right to tow a vehicle. Failure of an Operator to comply with decision of the officer shall be grounds for temporary suspension of the Operator and Operator’s Heavy-duty Wrecker service from the rotation list as described in Exhibit “A”, for a period not to exceed five rotation days. Operator shall have the right to appeal to the Automotive Board. The suspension will be held until a decision is made by the Automotive Board. The decision of the Automotive Board shall be final. If suspended, Operator shall not work as a fill-in for any other Heavy Duty PATSA holders during the effective dates of the suspension. After the second violation, any future violations, during the term of this Agreement may be terminated by considered grounds for termination. The operator may appeal the parties termination. In the event of such appeal, the notice and hearing shall be handled in accordance with immediate effect upon occurrence the provisions of Section 3.04. 3.06 In the event of the termination, suspension, revocation, or cancellation of the state license issued to any of the cases where bankruptcy or concordat proceedings are initiated against one Operator's heavy-duty wreckers servicing this Agreement, this Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such heavy-duty wrecker license, the Agreement may be reinstated upon payment of $660 for each heavy-duty wrecker license restored. 3.07 Operator agrees to maintain all insurance coverages required under Section 8-126(e) (2) of the partiesCode of Ordinances, proceedings are initiated for the liquidation of one of the partiesHouston, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approvalTexas, and shall inform Control Union about thisquoted in Section 2.01, above, at all times during the term of this Agreement. - In the event that of the contract termination or cancellation of any insurance required under Section 8- 126(e) (2) on any of the Operator's heavy-duty wreckers servicing this Agreement, this Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such insurance, the Agreement may be reinstated upon payment of $660 for each heavy-duty wrecker for which insurance is terminated due to restored. 3.08 Effective as of 11:59 o'clock p.m. the Client’s faultdate of termination or expiration of this Agreement, Control Union will demand that the Client be compensated for all direct and indirect damages incurred Operator shall not tow any vehicle without the need for a court decision. c. Any term that is intended to survive termination consent of the Service owner except upon authorization of a police officer of the City. However, this Agreement will shall survive its expiration or termination of the Service Agreementand shall continue to be applicable for any vehicle whose towing commenced prior to its expiration or termination. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 13.1 This Agreement may shall become effective as of the Effective Date and shall continue in force for a period of one (1) year following such Effective Date and ending on the anniversary thereof (“Initial Term”) and shall automatically extend for additional one (1) year periods (each such period, a “Renewal Term”) (collectively, Initial Term and Renewal Terms, the “Term”), unless: (i) Licensee delivers written notice of termination to the SD Association at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term, (ii) SD Association provides Licensee with of an amendment to this Agreement at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term and Licensee does not execute such amendment and return such executed amendment to SD Association prior to the expiration of the then current term, or (iii) this Agreement is otherwise terminated pursuant to the terms and conditions of this Agreement. The SD Association shall have the right to amend the terms and conditions of this Agreement (such amendment to be terminated effective upon commencement of the next Renewal Term) by providing Licensee with notice of such amendment at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term; provided that notwithstanding the foregoing and for the avoidance of doubt, any and all changes made by the parties with immediate effect upon occurrence of any SD Association to Schedules A, C and/or D in accordance the policies, procedures or corporate formation documents of the cases where bankruptcy or concordat proceedings are initiated against one SD Association (including without limitation the SD Association Intellectual Property Policy and/or Amended and Restated Bylaws) will be effective sixty (60) days after the SD Association provides notice to Licensee of the partiesapproval of such changes in accordance with such policies, proceedings are initiated procedures or corporate formation documents of the SD Association. Such changes to Schedules A, C and/or D shall not require amendment of this Agreement as set forth in this Section 13.1; provided, however, that if the SD Association makes any such changes, the SD Association shall promptly notify Licensee of such changes. 13.2 Immediately upon termination of this Agreement, Licensee and all Licensed Affiliates shall return to SD Association or destroy at SD Association’s instruction, all SD Specifications licensed or provided hereunder, other Confidential Information and all copies of the foregoing documents, upon the last date that this Agreement remains in force and effect. To the extent a Licensee or a Licensed Affiliate is required by effect of statute or other governmental regulation, such Licensee or Licensed Affiliates may, upon written explanatory notice to SD Association, maintain copies of relevant SD Specifications for the liquidation limited purposes required by such statute or other governmental regulation. Licensee and all Licensed Affiliates acknowledges and agrees that on the termination of one this Agreement all rights of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Licensee granted hereunder shall cease. 13.3 Any party may terminate this Agreement at any time on sixty (60) days’ notice to the administration of other party in the liquidator, bankruptcy officer event that the latter shall materially breach or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations fail to perform any material obligation under this Service Agreement and such breach is capable of remedy, the breach default is not remedied within ten sixty (1060) business days of written notification after notice is given specifying the nature of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case default. Such right of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged exclusive of any other remedies or means of redress to refund which the fee which has already been paid by the Client; - Control Union party providing such notice may be lawfully entitled, and all such remedies shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - cumulative. 13.4 In the event that the contract is terminated due any Event of Bankruptcy occurs, then SD Association or Licensee may give notice to the Clientoffending party terminating this Agreement and this Agreement shall be terminated in accordance with the notice. An “Event of Bankruptcy” occurs if: (i) a decree or order by a court having jurisdiction in the premises has been entered adjudging a party as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition, winding up or similar relief for a party under any applicable statute, or a decree or order of a court having jurisdiction in the premises for the appointment of a liquidator, receiver, administrator, trustee or assignee in bankruptcy or insolvency or other similar person or official of a party or of a substantial part of the property, or for the winding up or liquidation of the affairs of such party has been entered and remains unstayed; or if any substantial part of the property of a party has been sequestered or attached and has not been returned to the possession of a party or released from such attachment within fourteen (14) days thereafter; whether any such act or event occurs in the United States, or any foreign country, subdivision thereof, or any other jurisdiction; or (ii) if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days of filing. If such proceeding is involuntary and is contested in good faith, this Agreement shall terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceeding. 13.5 This Agreement shall automatically terminate in the event that Licensee’s fault, Control Union will demand that membership in the Client be compensated SD Association terminates or expires for any reason. 13.6 Termination or expiration of this Agreement shall have no effect on and Licensee shall remain fully liable for all direct outstanding fees, if any, owed to SD Association hereunder. The provisions set forth in Sections 7, 8, 10, 11.3, 12, 13.2, 13.6 and indirect damages incurred 14 and Schedule C, shall survive any termination or expiration of this Agreement in perpetuity. The termination or expiration of this Agreement shall have no effect on the Licensee’s obligation to comply with the provisions of SD Association Intellectual Property Policy, including without limitation the need for a court decisionsurvival provisions thereof. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 6.1 This license is granted retroactively to INVITROGEN as from the date of first commercial sale of LICENSED PRODUCTS, LICENSED RESEARCH PRODUCTS and/or LICENSED APPLICATION PRODUCTS and will expire on the expiration of the last to expire of the patents within AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS, POLYMERASE PATENT RIGHTS, RT AND RT-PCR PATENT RIGHTS to the extent a license of rights under any of the foregoing surviving Patent Rights is being exercised pursuant to Sections 2.1 - 2.5 hereto. 6.2 Notwithstanding any other Section of this Agreement, INVITROGEN may terminate this Agreement for any reason on ninety (90) days' written notice to ROCHE. If INVITROGEN elects to terminate this Agreement pursuant to this section, it shall within thirty (30) days of said notice to ROCHE, also notify each of its customers that INVITROGEN is no longer licensed under AMPLIFICATION PATENT RIGHTS, POLYMERASE PATENT RIGHTS, SEQUENCING PATENT RIGHTS or RT AND RT-PCR PATENT RIGHTS. 6.3 Notwithstanding any other section of this Agreement, ROCHE may terminate this Agreement, effective immediately upon notice of termination to INVITROGEN, in the event that a third party which is licensed by ROCHE to manufacture products for use in PCR-based human diagnostic testing acquires any interest, including but not limited to an ownership interest, directly or indirectly, in INVITROGEN of 50% or more. 6.4 The license granted hereunder to INVITROGEN and all sublicenses granted by INVITROGEN to its AFFILIATES shall automatically terminate upon i) an adjudication of INVITROGEN as bankrupt or insolvent, or INVITROGEN's admission in writing of its Enzyme/PCR Research Products 19 v.2061097 inability to pay its obligations as they mature; or ii) an assignment by INVITROGEN for the benefit of creditors; or iii) INVITROGEN's applying for or consenting to the appointment of a receiver, trustee or similar officer for any substantial part of its property or such receiver, trustee or similar officer's appointment without the application or consent of INVITROGEN, if such appointment shall continue undischarged for a period of ninety (90) days; or iv) INVITROGEN's instituting (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency arrangement, or similar proceeding relating to INVITROGEN under the laws of any jurisdiction; or v) the institution of any such proceeding (by petition, application or otherwise) against INVITROGEN, if such proceeding shall remain undismissed for a period of ninety (90) days or the issuance or levy of any judgment, writ, warrant of attachment or execution or similar process against a substantial part of the property of INVITROGEN, if such judgment, writ, or similar process shall not be released, vacated or fully bonded within ninety (90) days after its issue or levy. 6.5 Upon any breach or default of a material term under this Agreement by INVITROGEN or an AFFILIATE sublicensed by INVITROGEN, this Agreement may be terminated by upon ninety (90) days, written notice to INVITROGEN. Said notice shall become effective at the parties with immediate effect upon occurrence of any end of the cases where bankruptcy ninety-day period, unless during said period INVITROGEN fully cures such breach or concordat proceedings are initiated against one default and notifies ROCHE of such cure. Such 90-day cure period shall not apply to any uncontested royalty payments due, which uncontested payments must be made in accordance with the partiesterms of this Agreement. 6.6 Upon termination of this Agreement as provided herein, proceedings are initiated for the liquidation of one of the parties, INVITROGEN shall immediately stop selling products licensed hereunder and all rights and licenses granted to INVITROGEN by ROCHE hereunder and all sublicenses granted by INVITROGEN shall automatically revert to or one of the parties is dissolved or becomes unable be retained by ROCHE. 6.7 INVITROGEN's obligations to report to ROCHE and to pay its debts, or the business is partially or completely left royalties as to the administration sale of products licensed and sublicensed hereunder pursuant to the liquidator, bankruptcy officer Agreement prior to termination or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation Agreement shall survive such termination or penal clauseexpiration. b. In case of 6.8 Upon termination of the Service this Agreement by Control Union: - the Client for any reason, INVITROGEN shall upon receiving notice destroy its inventory of withdrawal all products licensed hereunder and confirm such destruction in writing within ten days of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 3.1. This Agreement may be shall commence at the later of (i) the Effective Date or (ii) the approval of this Agreement by the Company's Board of Directors, and shall terminate ninety (90) days following the Listing Date (the "Term") unless sooner terminated by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the partieseither party as set forth in section 3.2, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausebelow. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service 3.2. This Agreement shall terminate with immediate effect, including effect as follows: 3.2.1. The Company may terminate this Agreement without cause for any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information reason upon thirty (30) days' written notice to the extent possible, except Consultant; 3.2.2. The Consultant may terminate this Agreement without cause for any reason upon thirty (30) days' written notice to the extent it must disclose such Information as required by law Company; 3.2.3. The Company may terminate this Agreement without further action or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In notice in the event that the contract Consultant shall have breached a material term of this Agreement and such breach shall continue without cure for thirty (30) days following written notice of such breach; 3.2.4. The Consultant may terminate this Agreement without further action or notice in the event that the Company shall have breached a material term of this Agreement and such breach shall continue without cure for thirty (30) days following written notice of such breach; 3.2.5. This Agreement shall terminate without further action or notice if the listing of the NASDAQ Shares on the NASDAQ Small Cap Market is denied by NASDAQ or any regulatory authority for any reason or if listing on any other exchange designated by the Company is denied by such exchange or any regulatory authority for any reason, and in each such case such denial is final and not subject to appeal. 3.3. In the event this Agreement is terminated due pursuant to sections 3.2.1 or 3.2.4, above, prior to the Client’s faultListing Date, Control Union will demand that the Client Company shall be compensated for all direct obligated to comply with sections 2.5 and indirect damages incurred without 2.6 in accordance with their respective terms if the need for a court decisionCompany completes the listing of the NASDAQ Shares on the NASDAQ Small Cap Market and the Company elects to use any one of the three market-makers identified by the Consultant pursuant to Section 1.1.2 of this Agreement. In the event this Agreement is terminated pursuant to sections 3.2.1 or 3.2.4, above, on or after the Listing Date, the Company shall be obligated to comply with sections 2.5 and 2.6 in accordance with their respective terms. c. Any term that 3.4. In the event this Agreement is intended terminated pursuant to survive termination of sections 3.2.2, 3.2.3 or 3.2.5, above, the Service Agreement will survive expiration Company shall have no further obligation to pay any amount to, or termination of issue any NASDAQ Shares or Option I or Option II to, the Service Consultant, and to the extent any NASDAQ Shares or Option I or Option II shall have been issued to the Consultant prior to such termination, they shall be deemed to be cancelled and forfeited and the Consultant shall return all evidence thereof to the Company without any further action or notice by the Company. 3.5. In the event the Company elects in its discretion to delay the Project but does not elect to terminate this Agreement, and thereafter elects in its discretion to proceed with the Project, the Consultant shall, upon such election to proceed, continue to perform its obligations under and in accordance with this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 6.1 This Agreement may be terminated by shall remain in effect until the parties later of such time as all work under Subsections B and C of Appendix 1 is completed with immediate effect upon occurrence of any respect to Compounds included in Material provided to Company, or the second anniversary of the cases where bankruptcy or concordat proceedings are initiated against one of the partiesEffective Date, proceedings are initiated for the liquidation of one unless extended by mutual agreement of the parties, or one unless terminated in accordance with the provisions of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseSection 6.2. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall (i) SPONSOR may terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the this Agreement at any time without paying after the first anniversary of the Effective Date by giving not less than [***] days prior written notice to Company. (ii) Company may terminate this Agreement at any losstime after the second anniversary of the Effective Date by giving not less than [***] days prior written notice to SPONSOR. (iii) Either Party may terminate this Agreement upon not less that [***] days prior written notice to the other, damageupon a material breach or default by the other, indemnity if such breach or penal clause, with 30 days' prior default is not cured within the [***] day period after receipt of such written notice. 6.3 Termination of this Agreement shall be without prejudice to Company’s right to receive (a) all payments earned pursuant to Subsection A(1) of Appendix 1, (b) all third party expenses reimbursable pursuant Subsection A(2) of Appendix 1 and (c) the milestone payments set forth in Subsection A(3) of Appendix 1. After termination of this Agreement by SPONSOR, or termination by Company due to a breach of this Agreement by SPONSOR, SPONSOR shall reimburse Company within [***] days after invoice for any uncancellable obligations and expenses, committed by Company prior to such termination, in connection with the Development Program and which Company is obligated to pay. Company will give notice to SPONSOR of any such uncancellable obligations following notice or receipt of termination, as applicable. 6.4 Should a party commit an act of bankruptcy, be declared bankrupt, voluntarily file or have filed against it a petition for bankruptcy or reorganization unless such petition is dismissed within [***] days of filing, enter into an arrangement for the benefit of creditors, enter into a procedure of winding up to dissolution or should a Trustee or Receiver be appointed for its business assets or operations, the other party shall be entitled to terminate this Agreement forthwith by giving written notice to the first party.

Term and Termination. a. This 3.1 Subject to the termination provisions set forth in this Article III, this Agreement shall continue for an initial period of three (3) years from the Effective Date (“Initial Services Term) and shall be automatically renewed for consecutive three (3) year terms thereafter (each an “Additional Services Term”) unless earlier terminated as hereafter provided. 3.2 At any time during the Initial Services Term or at any time during an Additional Services Term, the Business Manager may terminate this Agreement for cause (i.e., a material default by Service Providers hereunder) upon ten (10) days’ prior written notice to Service Providers; provided, however, that prior to exercising its rights under this Section 3.2, the Business Manager shall notify Service Providers of any default, and Service Providers shall have thirty (30) days after receipt of the notice to cure the default to the Business Manager’s reasonable satisfaction. As full compensation to which Service Providers shall be terminated entitled, the Business Manager shall promptly make payment to Service Providers as provided in Article V below for the Services performed prior to the effective date of termination in compliance with the terms and provisions of this Agreement. 3.3 At any time during the Initial Services Term or during an Additional Services Term, the Business Manager shall have the right to terminate this Agreement, without cause, by providing not less than sixty (60) days’ prior written notice to the parties Service Providers of any election to so terminate and specifying the effective date of such termination; provided, however, in such event, the Service Providers shall be entitled to and shall be paid a termination fee equal to the product of: (a) the average monthly compensation, set forth on Exhibit A, for the six (6) months immediately preceding the month in which the Service Providers are served the termination notice from the Business Manager, multiplied by (b) six (6) (“Termination Fee”). The Termination Fee shall be paid on the effective date of such termination with immediate effect a credit to Business Manager of compensation paid to the Service Providers for the period from the date for Service Providers’ receipt of the termination notice to and including the effective date of such termination. 3.4 Provided that a Service Provider is not providing or is terminating such Services to all other clients of Service Provider, and no affiliate of Service Provider is providing or is undertaking to provide such Services, Service Provider, at any time during the Initial Services Term or during an Additional Services Term, may elect to limit one or more of the Services it is providing to the Business Manager upon not less than sixty (60) days’ prior written notice to the Business Manager, specifying the effective date such Services shall no longer be performed and describing in reasonable detail the Services to be terminated. As full compensation to which Service Provider shall be entitled, the Business Manager shall promptly make payment to Service Provider as provided in Article V below for Services performed prior to the effective date of termination in compliance with the terms and provisions of this Agreement. 3.5 If at any time during the Initial Services Term or any Additional Services Term the REIT has had a Change of Control, as hereinafter defined, a Service Provider shall have the right to terminate this Agreement, without cause, upon written notice to Business Manager. At any time during the Initial Services Term or any Additional Services Term, and the REIT has not had a Change of Control, a Service Provider shall have the right to terminate this Agreement, without cause, by providing not less than one hundred eighty (180) days’ prior written notice to the Business Manager, specifying the effective date of such termination. The foregoing notwithstanding, a Service Provider, upon ten (10) days’ prior written notice to the Business Manager, may terminate this Agreement, or decline to provide a particular Service hereunder upon the occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one following events: (a) The Business Manager fails, in the absence of the partiesa bona fide dispute with respect to any payment, proceedings are initiated to make payment for the liquidation of one of the partiesServices on its due date; provided, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedyhowever, the Business Manager may cute the breach is not remedied up to three (3) times per calendar year by making payment within ten (10) business days of the Business Manager’s receipt of written notification notice that it failed to make the payment when due; (b) The Business Manager requests that a Service Provider provide Services that in the Service Providers’ opinion would violate any applicable law or the rules of any regulatory body with jurisdiction and the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client Business Manager does not pay promptly withdraw the request upon Service Provider’s notice to the Business Manager of Service Provider’s aforesaid opinion; (c) The Business Manager requests that a Service Provider take any amount owed action that in the Service Provider’s opinion would result in the commission of a fraud upon any person or party and the Business Manager does not promptly withdraw the request upon Service Provider’s notice to Control Union within one month after the expiration Business Manager of Service Provider’s aforesaid opinion; (d) The Business Manager requests that a Service Provider take any action that, upon the due dateadvice of counsel to Service Provider, could subject a Service Provider to liability or material damages in civil litigation and the Business Manager does not promptly withdraw the request upon Service Provider’s notice to the Business Manager of Service Provider’s aforesaid advice of counsel; it may immediately terminate or (e) The Business Manager requests that a Service Provider provide Services that upon advice of counsel to a Service Provider would cause the agreement without paying Service Provider or any lossof its employees to be in violation of its professional code of ethics or other ethical standards the Service Provider or any of its employees is subject to and the Business Manager does not promptly withdraw the request upon the Service Provider’s notice to the Business Manager of Service Provider’s counsel’s advice. As full compensation to which Service Providers shall be entitled, damage, compensation or penal clausethe Business Manager shall promptly make payment to the Service Providers as provided in Article V below for Services performed prior to the effective date of termination in compliance with the terms and provisions of this Agreement. b. In case 3.6 Upon any termination of this Agreement or cessation of Services arising under Sections 3.2 or 3.4 of this Agreement, during the Initial Services Term or any Additional Services Term, Service Providers shall provide the Business Manager with a reasonable opportunity to transition any terminated Services to any replacement provider(s) designated by the Business Manager (“Replacement Provider”), which period shall not be more than sixty (60) days from the date of termination of this Agreement or specified terminated Services (the “Transition Period”). During the Transition Period, Service Agreement by Control Union: - the Client Providers shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail use reasonable efforts to Control Union within one week after the termination avoid causing any unnecessary interruption of the Service Agreement; - all rights terminated Services so as to provide a smooth transition of such Services (the “Transition”). All services related to Transition shall be deemed Services and subject to the charges and fees set forth in Exhibit A attached hereto. 3.7 For the purposes hereof, the term “Change of Control” shall mean the occurrence of any one or more of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.following:

Term and Termination. a. The initial term of this Agreement shall commence and be effective as of the date first above written and shall terminate on the fifth anniversary of such date. Thereafter this Agreement shall be renewed for successive one-year terms unless either party provides to the other party written notice of its intent to terminate, with or without cause, at least sixty (60) days prior to the end of the term. Notwithstanding anything to the contrary in this Section a of this Paragraph 10, this Agreement may be terminated early pursuant to Section b of this Paragraph 10. b. This Agreement may be terminated for any reason by either party upon sixty (60) days prior written notice to the parties other party. This Agreement may be terminated with immediate effect cause, as defined below, by either party upon occurrence of any of thirty (30) days prior written notice to the cases where bankruptcy other party, except that in the event that a party becomes insolvent or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesseeks to terminate its existence, or one of in the parties event that any petition in bankruptcy, either voluntary or involuntary, is dissolved or becomes unable filed with respect to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedya party, the breach is not remedied other party may terminate this Agreement effective immediately upon the delivery of written notice. c. Upon either receipt of or mailing of notice of termination of this Agreement, the Representative shall, within ten (10) business working days, submit to Ilios at its home office in Waltham, Massachusetts a written list of outstanding quotations or pending projects originated by the Representative. Ilios shall pay the Representative a commission for such quotations and/or pending projects for which orders and payment are received after termination resulting in shipments in accordance with the following schedule: i. Approved Orders within 30 days of written notification termination shall result in 60% of the breach; or - damages net commission described in Paragraph 5 to the other Party's name, reputation or business Representative. ii. Approved Orders within thirty-one (31) to sixty (60) days of termination shall result in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration 40% of the due date; it may immediately terminate net commission described in Paragraph 5 to the agreement without paying any loss, damage, compensation or penal clauseRepresentative. iii. Approved Orders within sixty-one (61) to ninety (90) days of termination shall result in 20% of the net commission described in Paragraph 5 to the Representative. b. In case iv. Approved Orders later than ninety (90) days of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information result in no commission to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service AgreementRepresentative. d. Control Union It is understood and agreed that if, upon the date of mailing of notice of termination, the Representative is indebted to Ilios, such indebtedness may also terminate partially or wholly be satisfied by offsetting any commissions then due, or thereafter becoming due, to the Representative. e. It is further understood and agreed that the Representative waives any commissions under Section c of Paragraph 10 if, as agent for a competitor of Ilios, the Representative attempts to secure for such competitor orders for products and services covered by the specific quotation and/or projects referenced in Section c of this Paragraph 10. f. Cause for termination shall mean (a) breach by either party of its obligations under this Agreement at or (b) in the case of the Representative, (i) failure to meet any time without paying any losssales quota set for in Appendix “F” or (ii) failure to maintain positive working relationships, damage, indemnity or penal clauseas demonstrated in the quarterly review of the Representative's performance pursuant to Section m of Paragraph 9, with 30 days' prior written noticeutilities, customers or other entities important to Ilios's business within the Territory.

Term and Termination. a. 7.1 This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director’s current term as a director of the Corporation, unless earlier terminated as provided in this Section. This Agreement shall automatically renew upon the date of Director’s reelection as a director of the Corporation. 7.2 The term of service as a Director under this Agreement shall begin upon the Effective Date of this Agreement. The Bylaws of the Corporation provide for staggered voting for the Board of Directors. For purposes of staggered voting, the Board is divided into three Classes. The Director will be appointed as a Class II Director and the 2-year term of the director’s service shall continue until the Corporation’s 2021 fiscal year Annual Meeting of Shareholders as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section. Thereafter, at the fiscal year 2021 Annual Meeting of Shareholders and subsequent Annual Shareholder’s Meetings, the Director may stand for re-election for additional terms of two years. 7.3 Director may at any time, and for any reason, resign from said position with such resignation being subject to any other continuing contractual obligation herein or any obligation imposed by operation of law. 7.4 Director may be terminated by removed from the parties Board or any Committee, with immediate effect upon occurrence of any or without cause, in accordance with the Charter and Bylaws of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseCorporation. b. In case 7.5 This Agreement shall automatically terminate upon the death or disability of termination of the Service Agreement by Control Union: - the Client shall Director or upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting his resignation or removal from the Service Agreement Board. For purposes of this Section, “disability” shall terminate with immediate effect, including any rights mean the inability of Director to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund perform the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms Services for a period of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - at least fifteen (15) consecutive days. 7.6 In the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. Director agrees that the contract is terminated due Corporation has the right of injunctive relief to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionenforce this provision. c. Any term that is intended to survive 7.7 Upon termination of this Agreement, the Service Agreement will survive expiration or termination Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the Service Agreementdate of termination, upon receipt of reasonable documentation. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Unless otherwise agreed to in writing by the parties hereto, this Agreement shall terminate upon the first to occur of: (i) the six (6) month anniversary of the date hereof; (ii) the Final Closing; or (iii) an Early Termination as defined in the Section 7 below (the “Term”). Jxxxxx Xxxxxx’x engagement hereunder may be terminated by either Jxxxxx Xxxxxx or the parties with immediate effect Company at any time upon occurrence thirty (30) days’ prior written notice thereof to the other Party. Upon any termination of any of this Agreement, the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one obligations of the parties is dissolved or becomes unable to pay its debtshereunder shall terminate, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its except for their obligations under Section 4 (with respect to confidentiality), this Service Agreement Section 7, any outstanding obligations under Section 2 and such breach is capable of remedySections 3, 4, 6, 8-13. If within the breach is not remedied within ten three (103) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after months following the termination of this Agreement by the Service Agreement; - all rights Company, the Company or any of its subsidiaries or affiliates consummates any Transaction with a Jxxxxx Xxxxxx Introduced Investor as included on Annex A as amended from time to time in writing, including email, Jxxxxx Xxxxxx shall be entitled to payment in full of the Client resulting from applicable fees and the Service benefit of the other provisions described in Section 2 of this Agreement shall terminate with immediate effect, including any rights respect to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund such transaction or transactions. If within the fee which has already been paid six (6) months following the termination of this Agreement by the Client; - Control Union Company if the Company or any of its subsidiaries or affiliates consummates any Transaction with a Jxxxxx Xxxxxx Introduced Investor who actually participates in the Transaction, as included on Annex A, contemplated by this Agreement, Jxxxxx Xxxxxx shall be obliged entitled to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms payment in full of the Documents; - applicable fees and the Client may no longer use Control Union trademark and/or letter benefit of approval, the other provisions described in Section 2 of this Agreement with respect to such transaction or transactions. The three (3) and six (6) month periods referred to in the preceding two sentences shall withdraw these indications and/or letter collectively be referred to as the “Tail Period” in this Agreement. Jxxxxx Xxxxxx will provide the Company with a completed Annex A for Jxxxxx Xxxxxx within five (5) days of approval, the Final Closing. Jxxxxx Xxxxxx agrees and shall inform Control Union about this. - In the event acknowledges that the contract is terminated due to the Client’s fault, Control Union Company will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionhave final approval on Annex A submitted by Jxxxxx Xxxxxx. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 8.1 Unless earlier terminated as hereinafter provided, this Agreement may be terminated by shall extend for the parties with immediate effect upon occurrence of any life of the cases where bankruptcy or concordat proceedings are initiated against one of last to expire patent issued on the parties, proceedings are initiated for the liquidation of one of the partiesSubject Technology and shall then expire automatically, or one if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect for a period of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business years from the first commercial sale of Licensed Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the Subject Technology. 8.2 In the event of default or failure by LICENSEE to perform any of the terms, covenants or provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written notification notice of such default by XXXXXX ENTERPRISES to correct such default. If such default is not corrected within the breach; said thirty (30) day period, XXXXXX ENTERPRISES shall have the right, at its option, to cancel and terminate this Agreement. The failure of XXXXXX ENTERPRISES to exercise such right of termination for non-payment of royalties or - damages otherwise shall not be deemed to be a waiver of any right XXXXXX ENTERPRISES might have, nor shall such failure preclude XXXXXX ENTERPRISES from exercising or enforcing said right upon any subsequent failure by LICENSEE. 8.3 XXXXXX ENTERPRISES shall have the other Party's nameright, reputation at its option, to cancel and terminate this Agreement in the event that LICENSEE shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty (30) days following any of the due date; it may immediately terminate events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings. In the agreement without paying any loss, damage, compensation or penal clause. b. In case event of termination of this Agreement all rights to the Service Subject Technology shall revert to XXXXXX ENTERPRISES. 8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2 hereof for breach by Control Union: - LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the Client shall upon receiving receipt by LICENSEE of notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination such termination, LICENSEE shall immediately cease using any of the Service Agreement; - Subject Technology and return all rights copies of the Client resulting from same to XXXXXX ENTERPRISES; provided, however, that LICENSEE may dispose of any Licensed Products actually in the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession of LICENSEE prior to the extent possibleAgreement Date of termination, except subject to the extent it must disclose such Information as required by law or by LICENSEE's paying to XXXXXX ENTERPRISES running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the terms of this Agreement. 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due other Party accruing at or prior to the Client’s fault, Control Union will demand that the Client be compensated for all direct time of such termination. The obligations of Sections 5 and indirect damages incurred without the need for a court decision. c. Any term that is intended to 13 shall survive termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 8.1. Your obligations under this Agreement will commence on the date you sign up to the Service. 8.2. Where you have purchased a recurring license including a free of charge handset (handset specification to be determined between the parties) the initial minimum term of contract for each Service you purchase per Customer is thirty-six (36) Months (unless otherwise agreed by us in writing). At the end of the initial minimum term, the contract will automatically renew for a further period of thirty (30) days, on a rolling thirty (30) days basis, unless we receive prior notice from you giving a minimum of thirty (30) days written notice of your wish to terminate the Service. Such termination is not to take place earlier than the expiry of the current term or renewed term. Termination earlier than the expiry of the initial 36 month term will be subject to an early termination fees of a minimum of £90.00 + VAT per license. 8.3. Where you have purchased a recurring license without a free of charge handset, the initial minimum term of contract for each Service you purchase per Customer will be 30 days. At the end of the initial minimum term, the contract will automatically renew for a further period of thirty (30) days, on a rolling thirty (30) days basis, unless we receive prior notice from you giving a minimum of thirty (30) days written notice of your wish to terminate the Service. 8.4. Where within the Initial Term you require additional phone lines for more Users beyond those that you initially registered, if such extensions are added within 6 months from the start date of the Initial Term then such additional extensions shall terminate on the date of the original extensions. Where additional extensions are added after the 6 month period then such extension shall be subject to a new Initial Term unless otherwise agreed by us in writing. 8.5. We shall have the right, by giving written notice to you, to terminate the Agreement immediately if you: 8.5.1. commit any material breach of your obligations, and fail to remedy that breach within twenty-eight (28) days of written notice of that breach. The twenty-eight (28) day period only applies where a breach is capable of remedy; if it is incapable of remedy, the Agreement may be terminated by written notice immediately), or 8.5.2. have a winding up petition presented, or enter into liquidation whether compulsorily or voluntarily (otherwise than for the parties purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with immediate effect upon occurrence of your creditors or petitions for an administration order, or has a receiver or manager appointed over any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesyour assets, or one of the parties is dissolved or generally becomes unable to pay its debts, or your debts within the business is partially or completely left to the administration meaning of section 123 of the liquidator, bankruptcy officer Insolvency Xxx 0000. 8.6. We may terminate the Service or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and part thereof on 60 days written notice to you provided that such breach is capable of remedy, notice extends the breach is not remedied within ten (10) business days of written notification termination date beyond the end of the breach; or - damages the other Party's name, reputation or business minimum term as set out in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union 8.7. Where the Agreement is terminated or otherwise brought to an end, all Fees for the remainder of the initial term or the renewed term (as applicable) shall become payable immediately. 8.8. If you cancel an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by us, you agree to reimburse us for any costs we have incurred in preparing to deliver the Service in addition to the standard cancellation charge, as may also be applicable at the time. 8.9. We shall have the right to terminate the Agreement at any time without paying any loss, damage, indemnity immediately if required because of a regulatory or penal clause, with 30 days' prior written noticelegal change or are required to do so by a direction of Ofcom.

Term and Termination. a. This 10.1. Your obligations under this Agreement will commence on the date you sign the Order Form(s) or provide your acceptance to our Quote or Proposal. The term of the contract as indicated on the Order Form(s), Quote or Proposal will start on the date of Acceptance and, for multi Sites, is applicable on an individual Site by Site basis. The contract will then continue for the initial minimum term stipulated within the Order Form(s), Quote or Proposal. At the end of the initial minimum term, the contract will continue until notice is given by either party and such notice should be no less than sixty (60) days written notice of your wish to terminate the Service. Such termination is not to take place earlier than the expiry of the current term. 10.2. We shall have the right, by giving written notice to you, to terminate the Agreement immediately if you: 10.2.1. Commit any material breach of your obligations and fail to remedy that breach within twenty-eight (28) days of written notice of that breach. The twenty-eight (28) day period only applies where a breach is capable of remedy; if it is incapable of remedy, the Agreement may be terminated by written notice immediately), or 10.2.2. Have a winding up petition presented, or enter into liquidation whether compulsorily or voluntarily (otherwise than for the parties purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with immediate effect upon occurrence of your creditors or petitions for an administration order, or has a receiver or manager appointed over any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesyour assets, or one of the parties is dissolved or generally becomes unable to pay its debts, or your debts within the business is partially or completely left to the administration meaning of section 123 of the liquidator, bankruptcy officer Insolvency Act 1986. 10.3. We may terminate the Service or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and part thereof on 60 days written notice to you provided that such breach is capable of remedy, notice extends the breach is not remedied within ten (10) business days of written notification termination date beyond the end of the breach; or - damages the other Party's name, reputation or business minimum term as set out in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union 10.4. Where the Agreement is terminated or otherwise ended, all Service Fees for the remainder of the initial term or continued term (as applicable) shall become payable immediately. 10.5. If you cancel an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by us, you agree to reimburse us for any costs we incurred in preparing to deliver the Service and the standard cancellation charge, as may also be applicable at the time. We will take all reasonable steps to mitigate any such costs but in the case of cancelling an Installation Service then the cancellation charge may include the cost of lost revenue incurred whilst we or our subcontractors re-allocate staff who would have otherwise been engaged in your installation where we cannot re-allocate such staff at short notice and this does not constitute a penalty. If you have had a site survey you will pay the full site survey charges. If the Service includes any excess construction charges such charges will be payable in full by you on cancellation of an ordered Service. If we have provided you with any Equipment you will return it to us immediately in full working order at your cost. 10.6. We shall have the right to terminate the Agreement at immediately if required because of a regulatory or legal change or are required to do so by a direction of Ofcom. 10.7. Upon termination of any time without paying any lossservice either to cease using the service or to migrate to a new provider, damage, indemnity or penal clause, with 30 days' prior written noticea termination fee of not more than two months subscription costs maybe applied as a termination fee.

Term and Termination. a. This Agreement 10.1 Unless earlier terminated, the Manager's engagement hereunder shall continue in effect until the Termination Date. The Fund shall not, during the term of the Manager's engagement hereunder, engage any other person to provide services comparable to those to be provided by the Manager hereunder without the prior written consent of the Manager, which may be terminated arbitrarily withheld. 10.2 The Manager will be entitled to terminate its engagement as manager of the Fund pursuant to this Agreement upon not less than 120 Business Days' written notice to the Fund. During such 120 Business Day period, the Manager shall use its reasonable efforts to assist in the appointment of a suitable replacement. 10.3 The Fund will be entitled to terminate the engagement of the Manager pursuant to this Agreement: (a) in the event that the Manager is in breach or default of a material provision hereof, and, if capable of being cured, the same has not been cured within 20 Business Days following the giving by the parties with immediate effect upon occurrence Fund of any notice of such breach or default to the Manager, or (b) in the event that the Manager becomes bankrupt or insolvent, a resolution has been passed for the winding-up, dissolution or other liquidation of the cases where bankruptcy Manager or concordat proceedings are initiated against one of the parties, proceedings are initiated Manager has been ordered dissolved or has made a general assignment for the liquidation benefit of one creditors, and (c), in the case of (a), such termination and the parties, or one appointment of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausea successor Manager has been authorized by Extraordinary Resolution. b. In case of 10.4 Upon any termination of the Service engagement of the Manager pursuant to this Agreement, the Fund shall promptly appoint a successor manager to carry out the activities of the Manager until a meeting of Unitholders of the Fund is held to confirm such appointment and the Manager shall execute and deliver all such documents as may be reasonably necessary with respect to such appointment. 10.5 Any termination of the engagement of the Manager pursuant to this Agreement by Control Union: - will be without prejudice to the Client shall upon receiving notice rights and liabilities created hereunder prior to such termination. (a) In the event of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights engagement of the Client resulting Manager pursuant to this Agreement (by resignation or termination), all of the Manager's rights, duties and obligations shall terminate, and, subject to the following sentence, the Manager shall be entitled only to such Management Fee and Incentive Fee which has accrued up to the effective date of such termination, which amount shall be paid by the Fund to the Manager within 10 Business Days of the effective date of termination, and neither party shall be liable to the other for any costs, claims, damages or expenses whatsoever, including, without limitation, loss of profits, which relate to or arise from such termination. If an investment is in the process of being realized at the effective date of termination, and such realization is subsequently completed, the Manager shall be entitled to the Incentive Fee in respect thereof as if such investment had been realized prior to such effective date. (b) The Manager shall, forthwith upon the termination of its engagement pursuant to this Agreement: (i) pay over to the Fund any monies held by it for the account of the Fund after deducting any accrued compensation and reimbursement for its expenses to which it is then properly entitled; (ii) deliver to the Fund a full accounting, including a statement of all monies collected by it, a statement of all monies held by it and a statement of all monies paid by it, covering the period following the date of the last accounting furnished to the Fund; and (iii) deliver to and, where applicable, transfer to the Fund (or as the Fund may direct in writing) all property and documents of the Fund held in the name or custody of the Manager (provided that the Manager will continue to be entitled to have reasonable access to such documents if required for the purposes of participating in any legal proceedings or dealing with any governmental or regulatory authority). (c) The Fund shall, forthwith upon the termination of the engagement of the Manager pursuant to this Agreement: (i) subject to Section 10.6(d), assume all contracts and obligations entered into or undertaken by the Manager within the scope of its authority hereunder and indemnify the Manager against any liability by reason of anything done or required to be done under any such contract or obligation after the date of the termination of the engagement of the Manager hereunder; and (ii) reimburse or pay for and indemnify and save harmless the Manager from the Service costs and expenses of all services which may have been arranged by the Manager or as a result of this Agreement shall terminate with immediate effect, including any rights to and which may not have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding Fund at the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms time of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or engagement of the Manager hereunder. (d) Upon the termination of the Service engagement of the Manager pursuant to this Agreement, the engagement of all Investment Advisors appointed by the Manager shall also terminate, without any cost to the Fund. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 9.1 Except as otherwise specifically provided herein and unless sooner terminated pursuant to Section 9.2 or 9.3 of this Agreement, this Agreement may be terminated by and the parties with immediate licenses and rights granted thereunder shall remain in full force and effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the partiesuntil MEDIMMUNE has no further royalty obligation hereunder at which time MEDIMMUNE shall have a fully paid up, proceedings are initiated for the liquidation of one of the partiesnon-cancelable, nonexclusive license to make, have made and use MATERIALS to research, develop, make, have made, use, import, export, sell, offer to sell, or one of have sold PRODUCTS. 9.2 MEDIMMUNE shall have the parties is dissolved or becomes unable right to pay its debts, or terminate this Agreement upon ninety (90) days prior written notice to IXSYS. 9.3 IXSYS shall have the business is partially or completely left right to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially terminate this Agreement if and only if MEDIMMUNE breaches its obligations under this Service Agreement Section 5 or 7. If such a breach shall occur, IXSYS shall provide MEDIMMUNE with written notice of such breach and if such breach is capable of remedynot cured within thirty (30) days after such written notice, the breach IXSYS may terminate this Agreement by written notice to MEDIMMUNE, provided such written notice is not remedied given within ten thirty (1030) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausesuch initial thirty (30) day period. b. In case of 9.4 Upon any termination of the Service Agreement by Control Union: - the Client this Agreement, MEDIMMUNE, at its option, shall upon receiving notice be entitled to sell any completed inventory of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination PRODUCT which remains on hand as of the Service Agreement; - all rights date of the Client resulting from termination, so long as MEDIMMUNE pays to IXSYS the Service Agreement shall terminate royalties applicable to said subsequent sales in accordance with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information same terms and conditions as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - set forth in this Agreement. 9.5 In the event that the contract this Agreement is terminated due under Section 9.2 or 9.3, any sublicense granted under this Agreement shall remain in full force and effect as a direct license between IXSYS and the SUBLICENSEE under the terms and conditions of the sublicense agreement, subject to the Client’s faultSUBLICENSEE agreeing to be bound to IXSYS under such terms and conditions within thirty (30) days after IXSYS provides written notice to the SUBLICENSEE of the termination of this Agreement. At the request of MEDIMMUNE, Control Union IXSYS will demand that acknowledge to a SUBLICENSEE IXSYS' obligations to the Client be compensated for all direct and indirect damages incurred without the need for a court decisionSUBLICENSEE under this paragraph. c. Any term that is intended to 9.6 The provisions of Sections 2.8, 2.9, 3.4(c), 4, 7, 9.4, 9.5 and 9.6 shall survive termination of the Service Agreement will survive any expiration or termination of the Service this Agreement. d. Control Union may also terminate 9.7 Upon expiration or termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such expiration or termination. 9.8 All rights and licensing granted under or pursuant to this Agreement at by IXSYS to MEDIMMUNE are, and shall irrevocably be deemed to be, "intellectual property" as defined in Section 101(56) of the Bankruptcy Code. In the event of the commencement of a case by or against either party under any time without paying any lossChapter of the Bankruptcy Code, damage, indemnity or penal clause, this Agreement shall be deemed an executory contract and all rights and obligations hereunder shall be determined in accordance with 30 days' prior written notice.Section 365(n)

Term and Termination. a. This 10.1. Your obligations under this Agreement will commence on the date you sign the Order Form(s) or provide your acceptance to our Quote or Proposal. The term of the contract as indicated on the Order Form(s), Quote or Proposal will start on the date of Acceptance and, for multi Sites, is applicable on an individual Site by Site basis. The contract will then continue for the initial minimum term stipulated within the Order Form(s), Quote or Proposal. At the end of the initial minimum term, the contract will continue until notice is given by either party and such notice should be no less than sixty (60) days written notice of your wish to terminate the Service. Such termination is not to take place earlier than the expiry of the current term. 10.2. We shall have the right, by giving written notice to you, to terminate the Agreement immediately if you: 10.2.1. Commit any material breach of your obligations and fail to remedy that breach within twenty-eight (28) days of written notice of that breach. The twenty-eight (28) day period only applies where a breach is capable of remedy; if it is incapable of remedy, the Agreement may be terminated by written notice immediately), or 10.2.2. Have a winding up petition presented, or enter into liquidation whether compulsorily or voluntarily (otherwise than for the parties purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with immediate effect upon occurrence of your creditors or petitions for an administration order, or has a receiver or manager appointed over any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesyour assets, or one of the parties is dissolved or generally becomes unable to pay its debts, or your debts within the business is partially or completely left to the administration meaning of section 123 of the liquidator, bankruptcy officer Insolvency Xxx 0000. 10.3. We may terminate the Service or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and part thereof on 60 days written notice to you provided that such breach is capable of remedy, notice extends the breach is not remedied within ten (10) business days of written notification termination date beyond the end of the breach; or - damages the other Party's name, reputation or business minimum term as set out in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union 10.4. Where the Agreement is terminated or otherwise ended, all Service Fees for the remainder of the initial term or continued term (as applicable) shall become payable immediately. 10.5. If you cancel an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by us, you agree to reimburse us for any costs we incurred in preparing to deliver the Service and the standard cancellation charge, as may also be applicable at the time. We will take all reasonable steps to mitigate any such costs but in the case of cancelling an Installation Service then the cancellation charge may include the cost of lost revenue incurred whilst we or our subcontractors re-allocate staff who would have otherwise been engaged in your installation where we cannot re-allocate such staff at short notice and this does not constitute a penalty. If you have had a site survey you will pay the full site survey charges. If the Service includes any excess construction charges such charges will be payable in full by you on cancellation of an ordered Service. If we have provided you with any Equipment you will return it to us immediately in full working order at your cost. 10.6. We shall have the right to terminate the Agreement at any time without paying any loss, damage, indemnity immediately if required because of a regulatory or penal clause, with 30 days' prior written noticelegal change or are required to do so by a direction of Ofcom.

Term and Termination. a. This Agreement may be terminated A. Subject to the termination provisions herein contained, the employment of Executive by the parties Company pursuant to this Agreement shall commence on the 13th day of December, 1996, and continue thereafter until terminated in accordance with immediate effect upon occurrence of any this paragraph 2 or, if not earlier so terminated, until the Expiration Date (the "Employment Term"). B. If the Executive dies during the term of the cases where bankruptcy or concordat proceedings are initiated against one Agreement and while in the employ of the partiesCompany, proceedings are initiated this Agreement shall automatically terminate and the Company shall have no further obligation to the Executive or his estate except that the Company shall pay to the Executive's estate (i) on the next regular payroll payment date the unpaid salary through the date of death, and (ii) on or before April 15 of the next succeeding year a proportionate part of the incentive bonus as provided in paragraph 3A hereof as is in the same ratio to the full bonus as the number of days in the year until the date of death is to 365. C. If, during the term of this Agreement, the Executive, by reason of a disability, (I.E., a physical or mental impairment), cannot perform each of the essential functions of his position, with reasonable accommodation, for the liquidation a period of one hundred eighty consecutive days, the Company, on thirty days prior written notice to the Executive, may terminate this Agreement as of the partiesdate specified in the notice. In the event of a termination pursuant to this paragraph 2C, or one the Company shall be relieved of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration all of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement Agreement, except that the Company shall pay to the Executive, or his estate in the event of his subsequent death: (i) that portion of the Executive's salary through the 30th day after notice of termination and such breach is capable (ii) on or before April 15 of remedythe next succeeding year, the breach is not remedied within ten (10) business days of written notification Company shall pay to the Executive a proportionate part of the breach; incentive bonus as provided in paragraph 3A hereof as is in the same ratio to the full bonus as the number of days in the year until the date of termination is to 365. D. At any time prior to the Expiration Date of this Agreement the Company may terminate this Agreement for Cause (as herein defined) without further obligation or - damages liability hereunder to the Executive, his spouse, estate, heirs or assignees except for the obligation of the Company to pay to the Executive his salary earned through the date of discharge. E. The Executive may give written notice of voluntary termination of employment at any time, and upon giving of the notice, the employment shall terminate on the earlier of the date set forth in the notice or 30 days after the notice is received by the Company ("Voluntary Termination Date"). Upon the Voluntary Termination Date, the Company shall have no further obligation or liability hereunder to the Executive, his spouse, heirs or estate, except to pay to the Executive any unpaid salary earned through the Voluntary Termination Date (subject to the terms of any other Partyemployee benefit plan of the Company in which the Executive participates). F. The Company may terminate the employment of the Executive at any time WITHOUT CAUSE upon written notice to the Executive of such termination, which notice shall set forth the date of termination ("Without Cause Termination Date"). Upon the Without Cause Termination Date, the Company shall have no further obligation or liability hereunder to the Executive or his spouse, heirs or estate, except that (i) after the Without Cause Termination Date and continuing monthly until the later of the Expiration Date or two years after the termination date, or if earlier the last day of the month following the date of death of the Executive, the Company shall pay to the Executive each month, in accordance with the Company's namepayroll policies then in effect, reputation an amount equal to the Monthly Severance Payment, (ii) on or business before April 15 of the next succeeding year following the Without Cause Termination Date the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3A hereof as is in the same ratio to the full bonus as the number of days in the calendar year up to the Without Cause Termination Date is to 365 and (iii) after the Without Cause Termination Date and continuing monthly during the period the Executive is receiving the Monthly Severance Payments specified in subparagraph F(i) above, Executive and his family shall be entitled to participate in any waywelfare benefit plans, programs, or policies in which Executive and his family were participating at the time of his termination of employment for group and/or executive life, accident, health, dental, or medical/hospital insurance (whether funded by actual insurance or self insured by the Company); - provided, however, that the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration rights of the due date; it may immediately terminate Executive and his family thereunder shall be governed by the agreement without paying any loss, damage, compensation or penal clauseterms thereof and shall not be enlarged hereunder. b. In case of G. Any termination of the Service Agreement employment relationship, whether termination is effected by Control Union: - the Client Company or the Executive, shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail be without prejudice to Control Union within one week after the termination or waiver of the Service Agreement; - all rights obligations of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged Executive to maintain confidentiality regarding the Information in secrecy and confidence all Confidential Information, pursuant to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approvalparagraph 5 hereof, and shall inform Control Union about this. - In the event that the contract is terminated due not to the Client’s faultrender prohibited services to any Conflicting Organization, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionpursuant to paragraph 6 hereof. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This (a) Unless sooner terminated as provided elsewhere herein, this Agreement will have an initial term of five years (the "Initial Term"). Thereafter, this Agreement will be automatically renewed for successive one-year renewal terms unless either party gives the other written notice of nonrenewal at least 90 days prior to the end of the then current term. (b) Either party may be terminated terminate this Agreement upon notice to the other party if the performance of any material terms of this Agreement has been prohibited by final action of any federal, state or local court or governmental or regulatory body, and the deletion or modification of such material terms would preclude the parties from performing this Agreement. (c) If the parties terminate this Agreement for any reason (except for an uncured monetary breach by Reseller or pursuant to paragraph (b) of this Section), any Reseller Customers receiving Services under this Agreement shall continue to receive Service from WebLink for up to 24 months from the termination date (the "Termination Date"), provided that Reseller shall continue to perform its obligations applicable to the continuation of Services in accordance with the terms of this Agreement. From the Termination Date, Reseller shall pay WebLink the Fees in effect from time to time. WebLink may change the Fees at any time by notifying Reseller in writing at least 60 days before the changes are effective. After the Termination Date, Reseller shall not add any Reseller Customers to the Services, unless otherwise agreed by the parties with immediate effect upon occurrence in writing. If Reseller defaults under the terms of any of the cases where bankruptcy this paragraph or concordat proceedings are initiated against one of the partiesthis Agreement, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it then WebLink may immediately terminate all Services to Reseller Customers. This section shall survive a termination or expiration of this Agreement. The termination of this Agreement for any reason will not relieve the agreement without paying parties of any loss, damage, compensation or penal clauseobligations incurred through the Termination Date. b. In case of (d) Subject to Section 3.5(a) and consistent with an orderly wind-down, whether before or after termination of this Agreement, Reseller shall have the Service Agreement by Control Union: - right, but not the Client shall upon receiving notice obligation, to transfer its Reseller Customers to another service provider; provided, however, that no more than 3% of withdrawal Total Reseller Customers (as defined below) may be transferred, disconnected or churned off the network during any calendar month. Subject to the foregoing, WebLink will cooperate with Reseller in good faith to ensure that the transition of its approval service return such Reseller Customers to an alternative provider is handled in a timely fashion with no interruption in services. The term "Total Reseller Customers" means the letter total number of approval by registered mail to Control Union within one week after Reseller Customers on the termination last day of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information month prior to the extent possible, except month in which Reseller begins to the extent it must disclose such Information transfer Reseller Customers as required permitted by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionthis paragraph. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 9.1 This Agreement shall commence on the Effective Date and continue until terminated as set forth in this Agreement (“Term”). Either party may be terminate this Agreement upon notice in the event that the other party breaches this Agreement and does not cure such breach within thirty (30) days of receipt of written notice. Each Subscription shall begin on the date Customer purchases the Subscription by entering into an applicable Order Form and shall continue during the time Customer has paid the initial Subscription Fees (“Initial Term”), unless terminated by earlier in accordance with this Section 9.1. Subscriptions shall automatically renew for additional terms of one (1) year each (each a “Renewal Term”) unless either party gives the parties with immediate effect upon occurrence other party written notice of any its intent not to renew at least thirty (30) days prior to the end of the cases where bankruptcy or concordat proceedings are initiated against one then-current term. The applicable licenses granted in Section 1 of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately automatically terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service underlying Subscription or this Agreement; - all rights of . Upon the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service underlying Subscription or this Agreement, Customer must de- install and destroy the Products, all associated Documentation and Confidential Information and certify such de-installation and destruction in writing to Nginx. 9.2 Sections 1.2 and 5-12 shall survive the expiration or termination of this Agreement. d. Control Union 9.3 During the Term and for one (1) year following termination or expiration of this Agreement (but no more than once in a calendar year), Nginx and its auditors may also terminate inspect Customer’s records relating to its reproduction and use of the Agreement at any time without paying any lossProducts and Deliverables for the purposes of verifying Customer’s compliance with this Agreement. Customer shall cooperate fully with Nginx and its auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, damageCustomer shall promptly pay such amount. If an underpayment of more than ten percent (10%) for the period audited is discovered, indemnity or penal clause, with 30 days' prior written noticeCustomer shall promptly reimburse Nginx for the cost of the audit.

Term and Termination. a. 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 agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have 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 by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Distribution Manager. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Distribution Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the parties with immediate effect upon occurrence of Company or any officer or trustee of the cases where bankruptcy Company arising from the Distribution Manager’s breach of this Agreement or concordat proceedings are initiated an action that would otherwise give rise to an indemnification claim against one of the partiesDistribution Manager under Section 4.b. herein, proceedings are initiated for and (b) the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Distribution Manager shall promptly deliver to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches Company all records and documents in its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession that relate to the extent possible, except to the extent it must disclose such Information Offering other than as required by law or to be retained by the terms 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 Documents; - Offering to a party designated by the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 10.1 This Agreement shall come into and be in full force and effect from the Closing Date. 10.2 This Agreement: (i) may be terminated based on the mutual agreement between the Parties; and (ii) shall automatically be terminated as against a Party if such Party ceases to hold any Equity 10.3 The rights of each of the New Investor 1 and the New Investor 2 Group under Clause 2 (Board, Management and Related Matters) and Clause 3 (Reserved Matters) of this Agreement shall automatically be terminated in the event the shareholding of the New Investor 1 or the New Investor 2 Group, as applicable, falls below 7.5% (seven point five percent) of the total issued and paid-up share capital of the Company on a Fully Diluted Basis. The rights of NFE and GLS (exercisable individually, or collectively as the Nadathur Group) under Clause 2 (Board, Management and Related Matters) and Clause 3 (Reserved Matters) of this Agreement shall automatically be terminated upon the shareholding of the Nadathur Group falling below 7.5% (seven point five percent) of the total issued and paid-up share capital of the Company on a Fully Diluted Basis. 10.4 The rights of each Founder under this Agreement, along with his obligations under Clause 7 (Initial Public Offering) and any other obligations in the nature of personal guarantee, indemnity etc. which such Founder would have undertaken on behalf of the Company pursuant to agreements executed with relevant banks or financial institutions, shall automatically be terminated upon such Founder Transferring his Equity Securities in such a manner that his shareholding falls below 30% (thirty percent) of the Equity Securities held by him as on the Closing Date. It is explicitly clarified that where any right is exercisable by the parties Founders together (and not by each Founder individually), then, such right shall stand terminated only upon the Founders Transferring their Equity Securities in such a manner that the aggregate shareholding of the Founders falls below 10% (ten percent) of the Equity Securities in the Company. 10.5 If the Agreement is terminated in accordance with immediate effect upon occurrence Clause 10.1, 10.2(i) and 10.2(iii), this Agreement will forthwith become null and void, and there will be no liability or obligation on the part of the Parties (or any of the cases where bankruptcy their respective officers, directors, employees, agents or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the partiesother representatives, or one of the parties is dissolved or becomes unable to pay its debtsAffiliates). However, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights this Agreement shall in no event terminate or prejudice any right or obligation of the Client resulting from the Service Parties arising out of or accruing under this Agreement shall terminate with immediate effect, including any rights attributable to have units and/or products audited and/or approved; - Control Union shall not be obliged events or circumstances occurring prior to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information such termination. 10.6 Without prejudice to the extent possibleprovisions above, except to the extent it must disclose such Information as required by law or by the terms provisions of the Documents; - the Client may no longer use Control Union trademark and/or letter of approvalClause 12.4 (Governing Law), shall withdraw these indications and/or letter of approvalClause 12.5 (Jurisdiction and Arbitration), and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s faultClause 12.11 (Notices), Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any lossClause 12.14 (Confidentiality), damage, indemnity or penal clause, with 30 days' prior written notice.Clause

Term and Termination. a. 9.1 This DPA will remain in full force and effect for so long as: (a) the Agreement remains in effect; and (b) Rillion Processes the Personal Data related to the Agreement (“Term”). 9.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of this DPA in order to protect the relevant Personal Data in accordance with Data Protection Law will remain in full force and effect. 9.3 If a change in any Data Protection Law prevents either Party from fulfilling all or part of its DPA obligations, the Parties may be terminated agree to suspend the Processing of the Personal Data until that Processing complies with the new requirements. If the Parties are unable to bring the Personal Data Processing into compliance with the Data Protection Law within 15 working days, either Party may terminate the Agreement on written notice to the other Party. 9.4 On termination of the Agreement for any reason: (i) Rillion reserves the right to delete, destroy or otherwise dispose of all Personal Data relating to this DPA, without the obligation to maintain or provide any such data to the Customer, at the latest after a period of 90 days from the date of such termination, unless otherwise required by any applicable law or regulation, or unless Rillion receives a notice from the parties Customer in writing at least three (3) months prior to the date of termination to return such Personal Data to the Customer (or, in the event that a Party exercises its right to terminate the Agreement with immediate effect upon occurrence of any in accordance with clause 8.5 or clause 11.3 of the cases where bankruptcy or concordat proceedings are initiated against one General Terms and Conditions, unless Rillion receives a notice from the Customer in writing at least 30 days from the date of such termination), and (ii) if the Customer notifies Rillion in accordance with the preceding (i), Rillion shall return such Personal Data in a format reasonably specified by Rillion. Rillion is entitled to reasonable compensation for returning such Personal Data to the Customer. The Customer acknowledges and agrees that it is the Customer's sole responsibility to request and secure copies of the parties, proceedings are initiated for Personal Data within the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwisespecified written request period if so desired. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union Rillion shall not be obliged liable for any loss or damage arising from the Customer's failure to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose timely request or obtain such Information as required by law Personal Data before its deletion or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiondestruction in accordance with this section. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. (a) This Agreement will commence on the date first written above and will continue until final completion of the Services or termination as provided below. (b) Subject to the other terms, conditions and obligations set forth below, Consultant may be terminated terminate this Agreement, for any reason or no reason, upon giving thirty (30) days’ written notice thereof to the Company, and Company may terminate this Agreement, for any reason or no reason, upon giving thirty (30) days’ written notice thereof to Consultant. (c) Notwithstanding the above, if Consultant has provided more than one individual as part of the Consultant Personnel to provide the Services, Consultant or Company may give a written thirty (30) day notice to terminate the Services of an individual Consultant Personnel providing the Services, which will not affect any other Consultant Personnel remaining performing the Services. In such a case, Consultant will also substitute a member of the Consultant Personnel, in a reasonable manner, at Company’s reasonable request. (d) If such termination is by Company under Section 8(b) or (c), above, absent the required notice of termination from Company, as set forth above, Consultant shall bill the Company for the portion of the required thirty (30) day notice period with which Company did not comply, with such charges not to exceed 80 hours x the hourly billing rate of the Consultant Personnel subject to such termination. (e) In the event that any Consultant Personnel have been scheduled for an engagement under this Agreement more than two (2) weeks prior to the commencement of such engagement, and such engagement is then cancelled by the parties with immediate effect upon occurrence Company for any reason or no reason, prior to such commencement, Consultant shall invoice the Company for two (2) 40-hour weeks of any xxxxxxxx at the hourly billing rate of the cases where bankruptcy or concordat proceedings are initiated against one applicable Consultant Personnel subject to such cancellation, in order to compensate the Consultant for re-marketing liability. (f) Either Party may terminate this Agreement if the other party is in default in the performance of a material obligation under this Agreement, and the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left non-defaulting party provides written notice to the administration of other party specifying the liquidatordefault, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach which default is not remedied corrected within ten (10) business days of written notification from the date of the breach; or - damages notice (the other Party's name“Cure Period”). In such case that the default is not corrected within such Cure Period, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after non-defaulting party may terminate this Agreement immediately following the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseCure Period. b. In case (g) Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement without advance notice if the other party files a petition in bankruptcy, or is adjudicated a bankrupt, or a petition in bankruptcy is filed against the other party and not discharged within thirty (30) days, or the other party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or a receiver is appointed for it or its business. (h) Upon termination all rights and duties of the Service Agreement by Control Union: - the Client parties toward each other shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union cease except: (i) that Company shall be obliged to maintain confidentiality regarding pay, within fifteen (15) days of the Information effective date of termination, all amounts owing to Consultant for Services completed prior to the extent possibletermination date and all fees and related expenses, except to if any, due in accordance with the extent it must disclose such Information as required provisions of this Agreement; and (ii) any provision of this Agreement which by law its terms survives termination or by the terms expiration of the Documentsthis Agreement shall so survive, including without limitation that Sections 2(c), (d) and (e) (Past Due Invoices, Taxes, Invoice Disputes), 3 (Use of Name and Logo), 4 (Confidentiality), 5 (Ownership), 8(d), (e) and (h) (Rights Upon Termination; - the Client may no longer use Control Union trademark and/or letter Effect of approvalTermination), 10 (Independent Contractors), 12 (Indemnity), 13 (Limit of Liability), 14 (Arbitration and Equitable Relief), 15 (Governing Law), 16 (Entire Agreement; Waiver, Amendment), 17 (Notice) and 18 (Severability) and Exhibit A, Section 3(f) shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination or expiration of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Agreement may assignment will be for a period of 24 months and will expire automatically at the end of such period without notice unless (i) terminated by the parties with immediate effect upon occurrence earlier pursuant to this Section, or (ii) terminated earlier as a result of any termination of the cases where bankruptcy Employment Agreement (see its Section 15), or concordat proceedings are initiated against one (iii) it is agreed between you and the Company that the assignment is extended in writing. The Company shall have the right, at any time during the assignment, to terminate this assignment (without simultaneous termination of the partiesEmployment Agreement) with one month’s prior notice. If you wish to terminate Xxxxxx Xxxxx Austrian Employment Contract 9 November 2009 Page 24 of 32 this assignment prior to its expiration, proceedings are initiated provided that you consult in advance with the Company, you may terminate this assignment (without simultaneous termination of the Employment Agreement) with one month’s prior notice. If you voluntarily terminate this assignment on or before December 31, 2010 (unless you have been approved for and accepted the position of Chief Executive Officer of The Western Union Company or have become eligible for the liquidation of one termination payments described below), you will be required to repay a prorated portion of the partiesrelocation and tax equalization benefits you have received pursuant to Sections 3 and 4 of this Letter Agreement, or one based on the number of days between the parties beginning and end date of this assignment. If your employment with the Company is dissolved or becomes unable to pay its debtsterminated as well, or you acknowledge that such termination of employment will require the business is partially or completely left immediate settlement of all outstanding tax, travel and other advances in relation to the administration of present assignment. If you are living in Company-paid leased housing, you agree to vacate the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied housing within ten (10) business 30 days of written notification your termination of the breach; employment. (1) on or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after before the expiration of the due date; it may immediately term of this assignment (or any extension hereof) you are notified that you will not be considered a candidate for the position of Chief Executive Officer of The Western Union Company, and you elect, within 30 calendar days of such notification, to terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination your employment pursuant to Section 15 of the Service Agreement Employment Agreement, or (2) during or upon the expiration of the term of this assignment (or any extension hereof) you are offered the position of Chief Executive Officer of The Western Union Company and, after consultation with the Board, you decline to accept such offer and elect, within 30 calendar days of the date you decline such offer, to terminate your employment pursuant to Section 15 of the Employment Agreement, you will be eligible to receive the benefits provided under The Western Union Company Severance/Change in Control Policy (Executive Committee Level) (the “Severance Policy”) as then in effect as if your employment had terminated for an eligible reason under the Severance Policy (other than benefits that would apply only in the event of a “Change in Control” as defined in the Severance Policy) (the “Termination Pay”). The Termination Pay shall be reduced by Control Union: - any other severance, termination, or similar benefits payable to you by the Client Company, including, but not limited to, any amounts payable under the Employment Agreement, the Severance Policy, or statutory severance benefits or payments made on account of notice periods during which you are released from further duties as provided pursuant to the law of any country or political subdivision thereof. The Termination Pay will be paid in 24 substantially equal monthly installments and shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week be paid in full no later than 24 months after the termination of employment with the Service Agreement; - all rights Austrian Company, subject to the requirements of Section 409A of the Client resulting from Internal Revenue Code of 1986, if applicable to you. The Board of Directors of The Western Union Company and/or the Service Compensation Committee, may, in their absolute discretion, agree to accelerate the vesting of certain outstanding Long-Term Incentive Plan awards held by you and/or to provide additional benefits to you in the event this paragraph applies. In order to receive the Termination Pay, you must timely sign an Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information and Release (in a form satisfactory to the extent possibleCompany) which will include restrictive covenants and a comprehensive release of all claims. Under the Agreement and Release, except you must agree not to solicit business similar to any business offered by (he Company from any Company customer, not to advise any entity to cancel or limit its business with the Company, not to recruit, solicit, or encourage any employee to leave their employment with the Company, not to perform the same or substantially Xxxxxx Xxxxx Austrian Employment Contract 9 November 2009 Page 25 of 32 the same functions or job duties that you performed for the Company for any business enterprise engaging in activities that compete with the business activities of the Company, not to disclose any of Company’s trade secrets or confidential information, and not to disparage the Company or its employees in any way. These obligations are in addition to the extent it must disclose restrictive covenants and undertakings in the Employment Agreement and to any other non-solicitation, noncompete, nondisclosure, or confidentiality agreements that you may have executed while employed by Company. In addition, the payment of the Termination Pay will always be conditional upon your full compliance with any restrictive covenants and undertakings in the Employment Agreement applying to the post-contract period, and you acknowledge that they can be recouped if such Information as required by law covenants or by undertakings are violated. In the event this paragraph applies, you will be repatriated back to Vienna, Austria in accordance with the terms of the DocumentsExpatriate Policy. The Company will notify you on or before the expiration of this assignment (or any extension hereof) whether you will be considered a candidate for the position of Chief Executive Officer of The Western Union Company; - the Client may no longer use Control Union trademark and/or letter of approvalprovided, shall withdraw these indications and/or letter of approvalhowever, and shall inform Control Union about this. - In the event that the contract Company will have no obligation to provide such notification to you if (1) you have elected to terminate this assignment prior to its expiration pursuant to the second paragraph of this Section 7, or (2) the Company has terminated this assignment on account of your termination of employment for “Cause” as defined in the Severance Policy. In no case will you be eligible for the Termination Pay if your employment is terminated due to for “Cause” as defined in the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionSeverance Policy. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. A. Upon approval of the Office of the State Comptroller this Contract shall be effective for the term as specified on the face page. B. This Agreement Contract may be terminated by mutual written agreement of the Contracting parties. C. This Contract may be terminated by the parties with immediate effect DEPARTMENT for cause upon occurrence of any the failure of the cases where bankruptcy CONTRACTOR to comply with the terms and conditions of this Contract, including the attachments hereto, provided that the DEPARTMENT shall give the CONTRACTOR written notice via registered or concordat proceedings are initiated against one of the partiescertified mail, proceedings are initiated for the liquidation of one of the partiesreturn receipt requested, or one shall deliver same by hand-receiving CONTRACTOR'S receipt therefore, such written notice to specify the CONTRACTOR'S failure and the termination of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwisethis Contract. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within Termination shall be effective ten (10) business days from receipt of written such notice, established by the receipt returned to the DEPARTMENT. The CONTRACTOR agrees to incur no new obligations nor to claim for any expenses made after receipt of the notification of termination. D. This Contract may be deemed terminated immediately at the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration option of the due date; it may immediately terminate DEPARTMENT upon the agreement filing of a petition in bankruptcy or insolvency, by or against the CONTRACTOR. Such termination shall be immediate and complete, without paying any loss, damage, compensation termination costs or penal clausefurther obligations by the DEPARTMENT to the CONTRACTOR. b. In case of termination E. The DEPARTMENT reserves the right to stop the work being performed under this Contract at any time that the DEPARTMENT deems the CONTRACTOR to be unwilling or unable to perform the work to the satisfaction of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about thisDEPARTMENT. - In the event that of such cessation of work, and where the contract is terminated due CONTRACTOR has been afforded an opportunity to cure its inability to adequately perform within a reasonable time as specified by the DEPARTMENT, but not to exceed 30 days, and the CONTRACTOR has failed to remedy such defect of performance to the Client’s faultsatisfaction of the DEPARTMENT, Control Union will demand that the Client DEPARTMENT shall have the right to terminate this Contract and to arrange for the completion of the work in such manner as the DEPARTMENT may deem advisable; and if the cost of having the work completed by a replacement CONTRACTOR exceeds the amount of the initially- awarded Contract, the initial CONTRACTOR and its surety shall be compensated liable to the DEPARTMENT for all direct and indirect damages incurred without the need for a court decisionany excess cost on account thereof. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union F. This Contract may also terminate the Agreement be canceled at any time without paying any loss, damage, indemnity by the DEPARTMENT giving to the CONTRACTOR not less than 30 days written notice that on or penal clause, with 30 days' prior written noticeafter a date therein specified this Contract shall be deemed terminated and canceled.

Term and Termination. a. This 3.1 The term of this Agreement commences as of September 6, 1998 and shall continue until September 5, 2001, unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the legal representative of Executive's estate (i) the base salary due Executive pursuant to paragraph 2.1 hereof through the date of Executive's death, (ii) a pro rata allocation of bonus payments under paragraph 2.2 during the year of death through the date of Executive's death, (iii) all earned and previously approved but unpaid bonuses, (iv) all valid expense reimbursements through the date of the termination of this Agreement and any costs under Executive's Leases, (v) all accrued but unused vacation pay, and Executive shall retain his rights under paragraph 2.3 hereof and under the Stock Option Agreements executed simultaneously herewith, in accordance with their terms. 3.3 The Company, by notice to Executive, may be terminated terminate this Agreement if Executive shall fail because of illness or incapacity to render, for six consecutive months, services of the character contemplated by this Agreement. Notwithstanding such termination, the parties Company shall pay to Executive (i) the base salary due Executive pursuant to paragraph 2.1 hereof through the date of such notice, less any amount Executive receives for such period from any Company-sponsored or Company-paid source of insurance, disability compensation or government program, (ii) a pro rata allocation of bonus payments under paragraph 2.2 during the year in which the disability commenced through the date of such notice, (iii) all earned and previously approved but unpaid bonuses, (iv) all valid expense reimbursements through the date of the termination of this Agreement and any costs under Executive's Leases, (v) all accrued but unused vacation pay, and Executive shall retain his rights under paragraph 2.3 hereof and under the Stock Option Agreements executed simultaneously herewith, in accordance with immediate effect upon occurrence their terms. 3.4 The Company, by notice to Executive, may terminate this Agreement for cause. As used herein, "Cause" shall mean: (a) the refusal or failure by Executive to carry out specific directions of the Board or the CEO which are of a material nature and consistent with his status as President and COO, or the refusal or failure by Executive to perform a material part of Executive's duties hereunder; (b) the commission by Executive of a material breach of any of the cases where bankruptcy provisions of this Agreement; (c) fraud or concordat proceedings are initiated against one dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates, or with any customer or business contact of the parties, proceedings are initiated Company or any of its subsidiaries or affiliates ("dishonest" for the liquidation these purposes shall mean Executive's knowingly or recklessly making of one of the parties, a material misstatement or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breachomission for his personal benefit); or - damages (d) the other Partyconviction of Executive of any crime involving an act of moral turpitude. Notwithstanding the foregoing, no "Cause" for termination shall be deemed to exist with respect to Executive's nameacts described in clauses (a) or (b) above, reputation unless the Company shall have given written notice to Executive specifying the "Cause" with reasonable particularity and, within thirty calendar days after such notice, Executive shall not have cured or business in eliminated the problem or thing giving rise to such "Cause;" provided, however, that a repeated breach after notice and cure of any way; - provision of clauses (a) or (b) above involving the Client misuses the services obtained from Control Union in same or substantially similar actions or conduct, shall be grounds for termination for "Cause" without any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving additional notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This (a) The term of Executive's employment with the Company hereunder shall commence on the date hereof and shall continue until Executive resigns or is terminated under this Section 8 or under Section 9 of this Agreement. (b) In the event of Executive's death or in the event of Executive's total disability for any consecutive six-month period during the term of this Agreement, the Company may at its sole option thereafter (unless Executive, in the case of disability, shall have resumed his duties in full prior to such termination) terminate this Agreement, and in such event the sole right hereunder of Executive, Executive's widower or Executive's legal representative, as the case may be, shall be to: (i) receive the base salary due Executive through the last day of the twelfth full calendar month following the month in which his death or disability shall have occurred; (ii) have any and all previously accruing bonuses or options or other rights vest in Executive or in his estate immediately (unless Executive or his estate shall elect to the contrary); and (iii) in the event of termination by reason of disability, have the Company continue to maintain in effect at its sole expense, COBRA medical and dental for three hundred sixty-five (365) days following the date of any such termination. (c) The Company, upon 30 days prior written notice to Executive, may terminate this Agreement may For Cause (as defined herein). For the purposes of this Agreement, the term "For Cause" shall mean: (i) Executive's breach of the covenants contained in Sections 7, 11 or 13(a) hereof; (ii) Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction for any crime involving moral turpitude or any felony punishable by imprisonment in the jurisdiction involved; or (iii) Executive's commission of any act of fraud or dishonesty in connection with, or related to, his duties hereunder. Upon termination of Executive For Cause, this Agreement shall immediately terminate, and Executive shall not be terminated by entitled to any further rights or payments hereunder (other than payment under Section 2(a) for services rendered prior to the parties with immediate effect upon occurrence date of such termination). Without limiting the generality of the foregoing, Executive shall have no right on or after the date of such termination to any of the cases where bankruptcy or concordat proceedings are initiated against one benefits set forth in Section 5 hereof (other than payment for accrued vacation), any payment of the partiesbase salary pursuant to Section 2(a), proceedings are initiated for the liquidation any payment of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.performance

Term and Termination. a. This 5.1 The term of this Agreement shall be for a period of five (5) years from the effective date of this Agreement. After such term, this Agreement shall be automatically terminated unless the parties mutually agree in writing to extend the term hereof. Notwithstanding the foregoing, this Agreement may be terminated earlier in accordance with the provisions of this Article 5 or as expressly provided elsewhere in this Agreement. 5.2 Carrington shall have the absolute right to terminate this Xxxxxxxxx if Saude fails to perform or breaches, in any material respect, any material terms or provisions of this Agreement. Without limiting the events which shall be deemed to constitute a breach or material breach of this Agreement by Saude, Saude understands and agrees that it shall be in material breach of this Agreement, and Carrington shall have the parties with immediate effect upon occurrence right to terminate this Agreement undxx xxxx Xxticle 5.2, if: (i) Saude fails or refuses to pay to Carrington any sum when due; (ii) Saude breacxxx xxx xxovision of Article 2.2, 3.4, 4, 4.3, 4.7, 6 or 7; or, (iii) Saude fails to purchase the Specified Minimum Purchase Amounts of Product for any required period. 5.3 Each Party shall have the absolute right to terminate this Agreement in the event the other Party shall become insolvent, or if there is instituted by or against the other Party procedures in bankruptcy, or under insolvency laws or for reorganization, receivership or dissolution, or if the other Party loses any franchise or license to operate its business as presently conducted in any part of the Territory. 5.4 This Agreement shall automatically terminate effective at the end of any 12-month period of the cases where bankruptcy term of this Agreement referred to in Articles 4.1 and 4.2 hereof if the Parties are unable to agree upon the Contract Prices or concordat proceedings are initiated against one the Specified Minimum Amounts for the next 12-month period of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseterm. b. In case of 5.5 During the one-year period following termination of the Service Agreement this Agreement, any inventory of Products held by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after Saude at the termination of this Agreement may be sold by Saude to customers in the Service AgreementTerritory in the ordinary course; - provided, however, that for the period required to liquidate such inventory, all rights of the Client resulting from provisions contained herein governing Saude's performance obligations and Carrington's rights shall remain in effect. In order to accxxxxxxx xxx liquidation of any such inventory, Carrington shall have the Service option, but not the obligation, to puxxxxxx xxl or any part of such remaining inventory at the price at which the inventory was originally sold by Carrington to Saude, including importation and shipping. 0.0 Xhe termination of this Agreement shall terminate with immediate effectnot impair the rights or obligations of either Party hereto which shall have accrued hereunder prior to such termination. The provisions of Articles 4.7, including any 5.5, 6, 7 and 14 and the rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms and obligations of the Documents; - Parties thereunder shall survive the Client may no longer use Control Union trademark and/or letter termination of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need this Agreement for a court decisionperiod of one (1) year. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 9.1 Except as otherwise specifically provided herein and unless sooner terminated pursuant to Section 9.2 or 9.3 of this Agreement, this Agreement may be terminated by and the parties with immediate licenses and rights granted thereunder shall remain in full force and effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the partiesuntil MEDIMMUNE has no further royalty obligation hereunder at which time MEDIMMUNE shall have a fully paid up, proceedings are initiated for the liquidation of one of the partiesnon-cancelable, nonexclusive license to make, have made and use MATERIALS to research, develop, make, have made, use, import, export, sell, offer to sell, or one of have sold PRODUCTS. 9.2 MEDIMMUNE shall have the parties is dissolved or becomes unable right to pay its debts, or terminate this Agreement upon ninety (90) days prior written notice to IXSYS. 9.3 IXSYS shall have the business is partially or completely left right to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially terminate this Agreement if and only if MEDIMMUNE breaches its obligations under this Service Agreement Section 5 or 7. If such a breach shall occur, IXSYS shall provide MEDIMMUNE with written notice of such breach and if such breach is capable of remedynot cured within thirty (30) days after such written notice, the breach IXSYS may terminate this Agreement by written notice to MEDIMMUNE, provided such written notice is not remedied given within ten thirty (1030) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausesuch initial thirty (30) day period. b. In case of 9.4 Upon any termination of the Service Agreement by Control Union: - the Client this Agreement, MEDIMMUNE, at its option, shall upon receiving notice be entitled to sell any completed inventory of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination PRODUCT which remains on hand as of the Service Agreement; - all rights date of the Client resulting from termination, so long as MEDIMMUNE pays to IXSYS the Service Agreement shall terminate royalties applicable to said subsequent sales in accordance with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information same terms and conditions as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - set forth in this Agreement. 9.5 In the event that the contract this Agreement is terminated due under Section 9.2 or 9.3, any sublicense granted under this Agreement shall remain in full force and effect as a direct license between IXSYS and the SUBLICENSEE under the terms and conditions of the sublicense agreement, subject to the Client’s faultSUBLICENSEE agreeing to be bound to IXSYS under such terms and conditions within thirty (30) days after IXSYS provides written notice to the SUBLICENSEE of the termination of this Agreement. At the request of MEDIMMUNE, Control Union IXSYS will demand that acknowledge to a SUBLICENSEE IXSYS' obligations to the Client be compensated for all direct and indirect damages incurred without the need for a court decisionSUBLICENSEE under this paragraph. c. Any term that is intended to survive termination 9.6 The provisions of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any lossSections 2.8, damage2.9, indemnity or penal clause3.4(c), with 30 days' prior written notice.4, 7, 9.4,

Term and Termination. a. This 3.01 The term of this License Agreement (the “Term”) shall begin on the Effective Date and conclude on June 30, 2022, unless earlier terminated as provided herein. The Parties acknowledge that the Prior Agreement will remain in effect until the conclusion of the 2015/16 athletics season (June 30, 2016), but that such Prior Agreement will be superseded by this Agreement for the period beginning the Effective Date; provided, however, that, notwithstanding the foregoing, any amounts owed by IMG to University pursuant to the Prior Agreement shall continue to be owed by IMG to University, including the $500,000 installment due to University for the 2015-16 Contract Year under Section 6.B. of the Prior Agreement (naming rights). The signing bonus described below in Article IV, for the sake of further clarity, is in consideration of the rights granted herein for the Term of this Agreement, and such signing bonus, even if paid during the year ending June 30, 2016, shall not be applied against amounts due under the Prior Agreement for the License Agreement Year ending June 30, 2016. 3.02 Between the period of September 1, 2020 and December 31, 2020, University and IMG agree to negotiate in good faith with each other regarding a potential extension of this License Agreement beyond the Term or a new License Agreement. Until the expiration of such negotiation period (December 31, 2020), University will not enter into any discussions with any other parties or competitors of IMG for the same or similar services provided in accordance with this License Agreement. Should IMG and University fail to reach an agreement on an extension of the Term or enter into a new License Agreement prior to or during the negotiation period referenced above, University shall thereafter have the right to negotiate with any other party on an unrestricted basis for the same or similar services and rights. In any event, this Agreement shall remain in full force and effect through the end of the Term, unless earlier terminated as provided herein. IMG agrees that nothing in this Section 3.02 shall prevent University from performing general market research regarding grants of rights similar to that in this Agreement. 3.03 University may be terminated terminate this Agreement immediately, by providing IMG written notice thereof, upon the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one following: (a) IMG fails to pay when due any portion of the partiesAnnual Royalty Amount (as defined hereinafter) or the signing bonus described below in Article IV within thirty (30) days after receiving written notice from University; provided, proceedings are initiated for however, that such unpaid amount at the liquidation time of one notice and thirty (30) days thereafter exceeds Twenty-Five Thousand Dollars ($25,000.00); or (b) Any IMG employee, while exercising Licensed Rights, engages in conduct violating any NCAA regulation (including, without limitation, any Level 1 or Level 2 Violations as defined in NCAA regulations in effect as of the partiesEffective Date), resulting in sanctions against University’s athletic teams, including any sanctions resulting in any (i) scholarship reductions, (ii) prohibitions on post-season Conference/NCAA athletic-event participation, (iii) forfeiture of games, (iv) stripping of wins, championships or other achievements, or one (v) preclusion from television-broadcast appearances. 3.04 This Agreement may also be terminated as follows: (a) IMG may terminate this Agreement upon thirty days written notice to University if University participates in football, men’s basketball and/or baseball at a level lower than its current NCAA Division I classification; this provision shall not apply merely to instances, if any, where any such program is placed on probation but continues to play at the Division 1 level. (b) Either Party (as applicable) may terminate this Agreement upon thirty days written notice to the non-terminating Party if University ceases to be a member in good standing of the parties is dissolved Conference or becomes unable other comparable significant national conference affiliation. 3.05 If either Party believes the other Party has materially breached this Agreement or has failed to pay its debtsperform any of the material obligations of this Agreement (other than those specified in Sections 3.03 and 3.04), that Party may deliver a written notice of the breach or the business is partially or completely left failure to the administration alleged breaching Party and provide a reasonable opportunity to cure the breach or failure (if such breach or failure is of the liquidatornature susceptible of being cured) as soon as reasonably possible, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable for a period of remedy, thirty (30) days from the breach is not remedied within ten (10) business days of written notification date of the breach; notice (the “Cure Period”), prior to declaring a default or - damages the seeking other Party's nameremedy. If, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; Cure Period reflected in such notice, the material breach or failure to perform such material obligation has not been substantially cured, then the Party which gave such notice may declare a default of this License Agreement and terminate it by providing written notice of termination within ninety (90) days of the expiration of the Cure Period, to be effective at the end of the then-current License Agreement Year. If the nature of the default is such that the interests of the terminating Party would not be adequately protected by waiting until the end of the then-current License Agreement Year to have such termination take effect, in the reasonable discretion of the terminating Party, then the terminating Party may immediately terminate take any action permitted by law or equity as a remedy for such default to the agreement without paying any loss, damage, compensation or penal clauseextent such action is necessary to reasonably protect its interests. b. 3.06 In case of termination the event of the Service termination or expiration of this Agreement, and for no additional consideration, IMG shall use best efforts to provide reasonable assistance to University and shall, upon University’s request, execute and deliver such instruments, agreements, assignments, certificates and documents as may be necessary, in University’s discretion, to enable University to continue to conduct, or arrange for the conduct of, the activities described in this Agreement without changes perceptible to the public at large. 3.07 Notwithstanding anything in this Agreement to the contrary, any provision of this Agreement that by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail nature or terms is intended to Control Union within one week after extend beyond the termination of the Service Agreement; - all rights of the Client resulting from the Service this Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund survive the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service this Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This The initial term of this Agreement may be terminated by (the parties with immediate effect upon occurrence "Term") will commence on the Effective Date and will extend for one year from the Effective Date. The Agreement, including Exhibit A, will automatically renew for successive one (1) year terms unless either Party provides written notice of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable its intent not to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten renew at least ninety (1090) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after before the expiration of the due date; it initial Term or any subsequent renewal Term, or unless terminated earlier as otherwise provided herein or the applicable SOW. Either Party may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the this Agreement at any time without paying any loss, damage, indemnity or penal clausetime, with 30 days' prior or without cause, upon sixty (60) days written noticenotice to the other Party during the first ninety (90) days after the Effective Date of this Agreement and upon ninety (90) days written notice to the other Party thereafter;provided however, that if this Agreement is terminated pursuant to this provision for any reason other than an uncured PeopleSupport Event of Default, then Client shall pay to PeopleSupport an early termination charge *** ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. PEOPLESUPPORT, INC. AND EARTHLINK, INC. CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. *** In no event shall the sum of a) and b) exceed a sum equal to *** per hour per employee performing Services at the time notice is given for a period of ***. To the extent Client is required to pay for an employee's Services as part of the early termination charge hereunder, then such employee will continue to provide Service ***. The term of additional SOW(s) will be as set forth in such SOW(s), provided that no SOW shall extend beyond the Term of this Agreement.

Term and Termination. a. 11.1 This Agreement shall have a minimum term of five (5) years from the date hereof, unless otherwise mutually agreed, and may thereafter be extended by mutual agreement of the parties. 11.2 This Agreement shall automatically terminate when BCI-Shareholder and any Affiliate thereof no longer hold any Equity Shares (including for greater certainty, the series B Shares authorized under the Original By-laws to be held by BCI-Shareholder prior to the First Subscription Date) in Telinor (the "Disposition") or when the Shareholders' Agreement is terminated with respect to BCI in accordance with Clauses 14.2.2 or 14.2.3 of the Shareholders' Agreement, unless otherwise agreed by the parties with immediate effect upon occurrence parties. 11.3 Notwithstanding any termination of this Agreement, the Shareholders' Agreement, the Secondment Agreement referred to in Clause 3.1, or a Disposition, Telinor's obligation to pay the Services Fees described in Clauses 3.1.1 and 3.1.2 shall continue following termination of any such agreements or a Disposition, and shall survive the termination of this Agreement, the above referenced Secondment Agreement or of the Shareholders' Agreement or a Disposition. Notwithstanding the above, there shall be no survival of such Fees beyond termination of this Agreement, if this Agreement terminates pursuant to Clause 11.2 or Telinor terminates this Agreement on the basis of an event described in Clause 11.5(a) or (c) during the period from the date hereof to the first anniversary of the Service Launch. In the event of a Disposition, BCI may request that a lump sum payment in lieu of such Services Fees payable after the Disposition, be made to it. In such case, BCI and Telinor shall negotiate in good faith to determine the present value of the future payments of Services Fees. 11.4 BCI may, at its option, terminate this Agreement by giving written notice to Telinor in any of the cases where following events, namely: (a) a material breach by Telinor of any material obligations contained in this Agreement which has not been cured within sixty (60) Business Days after written notice thereof to Telinor specifying the breach and requiring such remedy; (b) the insolvency or bankruptcy of Telinor or concordat proceedings are initiated against one the making of the parties, proceedings are initiated an assignment for the liquidation benefit of one of the parties, or one of the parties is dissolved or becomes unable to pay its debtscreditors, or the business appointment of a trustee or receiver and manager or liquidator for Telinor or for all or a substantial part of its property, or the commencement of a bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against Telinor under the laws of any jurisdiction; (c) Telinor ceases to conduct its Business; (d) all or substantially all of Telinor's assets are sold, or otherwise disposed of; or (e) the Spectrum Concession is partially terminated for any reason. 11.5 Telinor may at its option, terminate this Agreement, by giving written notice to BCI in any of the following events, namely: (a) a material breach by BCI of any material obligations contained in this Agreement which has not been cured within sixty (60) Business Days after written notice thereof by Telinor specifying the breach and requiring such remedy; (b) the insolvency or completely left bankruptcy of BCI or the making of an assignment for the benefit of creditors, or the appointment of a trustee or receiver and manager or liquidator for BCI or for all or a substantial part of its property, or the commencement of a bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against BCI under the laws of any jurisdiction; or (c) If BCI-Shareholder and/or any Affiliate thereof owns less than one thousand series B Shares of Telinor authorized under the Original By- laws prior to the administration First Subscription Date and less than fifty percent (50%) of the liquidatorSeries B Shares of Telinor after the First Subscription Date. 11.6 The termination regardless of its cause or its nature shall be without prejudice of any other rights or remedies of either party without liability to the other party (except as provided in this Agreement) for any loss or damage occasioned thereby, bankruptcy officer or trustee, voluntarily or otherwise. Or - If and each party materially breaches shall remain responsible for its obligations under existing immediately prior to the termination. The termination of this Service Agreement and such breach is capable for any cause shall not release either party hereto from any liability which at the time of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages termination has already accrued to the other Party's name, reputation party hereto or business which thereafter may accrue in respect to any way; - the Client misuses the services obtained act or omission prior to termination or from Control Union in any way; - If the Client does not pay any amount owed obligation which is expressly stated herein to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clausesurvive termination. b. In case of termination of 11.7 Notwithstanding the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of this Agreement, Clauses 3.1 (other than 3.1.3 thereof), 3.2, 4, 5, 6, 7, 8, 11.3, 11.6, 11.7, 15 and 16, as well as all the Service Agreementdefinitions of the Shareholders' Agreement which are incorporated in such Clauses by reference, shall survive any such expiration or termination and shall remain in full force and effect until completion of the obligations referred to therein. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. (a) This Agreement shall be effective from and after its date and may be terminated for any reason by the parties with immediate effect Issuer or the Bank at any time upon occurrence of any 60 days’ written notice; provided, however, that no such termination shall be effective until a successor has been appointed and has accepted the duties of the cases where bankruptcy or concordat proceedings are initiated against one Bank hereunder. The Issuer shall notify the registered owner of the parties, proceedings are initiated for the liquidation of one Note of the partiesappointment of a successor Paying Agent/Registrar in accordance with the Order. In the event of early termination regardless of circumstances, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Bank shall deliver to the administration of Issuer or its designee all funds, notes and all books and records pertaining to the liquidatorBank’s role as Paying Agent and Registrar with respect to the Note, bankruptcy officer or trusteeincluding, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedybut not limited to, the breach is not remedied within ten (10) business days books of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of registration. An early termination of the Service Agreement Bank as Paying Agent/Registrar shall not become effective at such a time or in such a manner which would disrupt, delay or otherwise adversely affect the timely payment of the principal installments of and interest on the Note. If a successor Paying Agent/Registrar is not named by Control Union: - the Client Issuer prior to the effective date of such resignation or removal, the Bank may petition a court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar. The provisions of Section 3.06(b) shall upon receiving notice survive the resignation or removal of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after Bank or the termination of this Agreement. (b) Any company into which the Service Agreement; - all rights of the Client Bank may be merged or converted or with which it may be consolidated or any company resulting from the Service Agreement shall terminate with immediate effectmerger, including any rights conversion or consolidation to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union it shall be obliged a party or any company to maintain confidentiality regarding which the Information Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be authorized by law to perform all the duties imposed upon it by this Agreement, shall be the successor to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred Bank without the need for a court decisionexecution or filing of any paper or the performance of any further act. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This Agreement may be 11.01 Unless sooner terminated by the parties in accordance with immediate effect upon occurrence of any of the cases where bankruptcy succeeding provisions of this Article 11, this Agreement will continue in full force and effect until abandonment, disallowance, expiration, or concordat proceedings are initiated against one invalidation of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties last Patent Right anywhere which is dissolved or becomes unable licensed under this Agreement. 11.02 Should Company fail to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations UM any sum due and payable under this Service Agreement, UM may terminate this Agreement on 90 days written notice, unless Company pays UM within the 90 day period all delinquent sums together with interest due and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the unpaid. Upon expiration of the 90 day period, if Company has not paid all sums and interest due date; and payable, the rights, privileges, and licenses granted under this Agreement terminate. 11.03 Prior to the First Commercial Sale of a Licensed Product to a Third Party, Company is considered diligent with regard to development of a Licensed Product as long as Company updates and reports progress against the Business Plan and achieves the milestones described in Section 4.01 and as long as Company continues to provide the necessary financial and other resources which are required to maintain progress in accomplishing the Business Plan, as it relates to Licensed Products, and, conducts or enables others to conduct the activities required to maintain scheduled progress in accomplishing the Business Plan, as it relates to Licensed Products. 11.04 If UM declares Company not diligent in development or sales of Licensed Product based upon the criteria set forth in Section 11.03, then UM may immediately terminate the agreement without paying any loss, damage, compensation portion of license or penal clauseoption grants under this Agreement upon 90 days written notice as may be appropriate with regard to the specific Licensed Field or subfield milestones set forth in Section 4.01(d). The withholding by a regulatory agency of marketing approval in spite of Company’s diligent effort to obtain such approval may not be the basis for UM to declare Company not diligent. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 11.05 In the event that Company, an Affiliate or a Sublicensee breaches Sections 3.03, 3.04, 3.05, 9.01, 9.02, 9.03, 10.04(a), 12.01, 15.02, 16.02, 16.03 or 19.02, or fails to make any payment to UM when due as provided by the contract terms above in this Agreement (except for Section 7.01(c), UM may terminate this Agreement upon 90 days written notice to Company. However, if the breach is terminated due to corrected within the Client’s fault, Control Union will demand that the Client be compensated 90-day period and UM is reimbursed for all direct damages directly resulting from the breach, this Agreement will continue in full force and indirect damages incurred without the need effect and UM will so notify Company in writing. Failure of Company to pay an invoice as required in Section 7.01(c) is grounds for a court decisionimmediate termination of this Agreement by UM if payment is overdue by [***] days or more. c. Any term that is intended 11.06 Company may terminate this Agreement at any time by giving UM 90 days written notice of termination, and upon payment to survive UM of all payments maturing through the effective date of the termination. 11.07 Expiration or termination of the Service this Agreement does not relieve either party of any obligation for payment and reporting which arises before expiration or termination including obligations under Articles 5, 7 (but only for expenses incurred before termination) and 9. Articles 2, 10, 13, 14, 15, 16, 17, and 18 and Sections 5.12, 6.03, 11.08, 11.09 and 19.11 will survive expiration or termination. Article 8 and Sections 9.01 and 19.02 will survive expiration or termination and will expire in accordance with their terms. Other sections of this Agreement will be effective after expiration or termination where that intent is clear from the content of those sections. 11.08 Upon termination of this entire Agreement pursuant to Section 11.05, any Sublicensee not in default may seek a license directly from UM to practice Patent Rights within the licensed field set out in its sublicense and upon the consideration stated in its sublicense to the extent such consideration has not previously been paid to Company. UM will permit a Sublicensee not in default to continue use of Patent Rights for a period of up to 60 days (“the Continuation Term”) after termination of this Agreement while UM and the Sublicensee negotiate, such license to be consistent with the terms of this Agreement subject to appropriate amendments of Article 5 and relevant definitions to substitute the consideration and field of use provisions from the sublicense. Should UM and the Sublicensee fail to agree upon an amendment within the Continuation Term, they will submit the definition and consideration provisions in dispute between them to commercial arbitration for resolution, and include the resulting provisions in a license. Prior to the Continuation Term, and in consideration of the Service Agreementopportunity to enter into a license agreement with UM, a Sublicensee seeking a license from UM must tender to UM a written agreement to pay [***]. d. Control Union may also terminate 11.09 Upon the Agreement expiration or termination of all or part of the license rights of Company under this Agreement, and at any time without paying any lossUM’s request, damage, indemnity Company will execute a document acknowledging the license rights that have expired or penal clause, terminated. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with 30 days' prior written noticethe Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Term and Termination. a. 9.1 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 agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have 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 by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. 9.2 Upon expiration or termination of this Agreement, and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay to the Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and 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 parties with immediate effect upon occurrence of Company or any officer or trustee of the cases where bankruptcy Company arising from the Managing Dealer’s breach of this Agreement or concordat proceedings are initiated an action that would otherwise give rise to an indemnification claim against one of the partiesManaging Dealer under Section 4.2 herein. Upon termination, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Managing Dealer shall promptly deliver to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches Company all records and documents in its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information possession that relate to the extent possible, except to the extent it must disclose such Information Offering other than as required by law or to be retained by the terms Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Documents; - Offering to a party designated by the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 14.1 Except as provided in this section 14.1 or in Articles 12 or 13, this Agreement may be terminated by shall continue in full force and effect for a period of three (3) years beginning on the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwisedate hereof. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after Following the expiration of the due date; it may immediately terminate initial three (3) year term, this Agreement shall renew for successive one (1) year terms unless the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination Company gives written notice to the Employee at least three (3) months prior to the expiration of the Service current term of employment. Notwithstanding the above, Employee may terminate this Agreement for any reason at any time. In such case no severance, salary or other reimbursement will be paid to employee after his resignation. The Company may terminate Employee and this Agreement only for cause, which shall mean conviction of a felony, malfeasance in office, a material breach of this Agreement or unsatisfactory performance of his duties as determined by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination a vote of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union Company's BOD. Employee shall not be obliged to refund dismissed for cause except upon a majority vote of the fee which has already been paid by the Client; - Control Union Company's BOD. 14.2 Employee shall be obliged entitled to maintain confidentiality regarding the Information retain all unexercised, unexpired stock options previously granted him, and may exercise them thereafter, according to the extent possible, except to the extent it must disclose such Information as required by law or by their terms and the terms of the Documents; - Stock Option Plan pursuant to which they were issued, despite the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreementthis Agreement for any reason. d. Control Union 14.3 In the event the Company elects not to renew Employee's contract as provided in 14.1, or Employee elects to terminate his Employment because of an event as outlined in paragraph 13, Employee will receive severance equal to twelve (12) months base salary plus health benefits in accordance with current labor laws. Severance pay shall be paid out in equal monthly payments for twelve (12) months, and may also terminate be withheld by the Company during any period oftime in which Employee is in violation of his covenants under Article 11 .(Restrictive covenants) 14.4 The Company shall provide adequate Director and Officer liability insurance for Employee for the full term of this Agreement at and for five (5) years after its expiration or termination. 14.5 In the event this Agreement expires or terminates for any time reason, the parties agree not to make any public statement concerning the same without paying any loss, damage, indemnity or penal clause, with 30 days' prior written noticethe approval of the other.

Term and Termination. a. This 3.1 The term of this Agreement may be terminated by the parties with immediate effect upon occurrence of any commences as of the cases where bankruptcy or concordat proceedings are initiated against one consummation of the partiesAgreement and shall continue for one (1) years unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, proceedings are initiated for this Agreement shall thereupon terminate, except that the liquidation of one Company shall pay to Lender any accrued and unpaid fee due Lender pursuant to Section 2.1 hereof as well as a pro rata allocation of the parties, or one shares of the parties is dissolved or becomes unable to pay its debts, or Restricted Stock under Section 2.3 based on the business is partially or completely left days of service prior to the administration death in conjunction with the Vesting Schedule, and all previously accrued but unpaid expense reimbursements at the time of termination, including for. 3.3 The Company reserves the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under right to terminate this Service Agreement and such breach is capable of remedy, the breach is not remedied within upon ten (10) business days written notice if, for a continuous or accumulated period of forty-five (45) days during the one year term of this Agreement, Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the obligations of Executive and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.3 based on the days of written notification service prior to the cessation of Executive’s services in Loanout Agreement - Orient Paper conjunction with the breach; or - damages the other Party's nameVesting Schedule, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseand all previously accrued but unpaid expense reimbursements. b. In case 3.4 The Company reserves the right to declare Executive in default of termination of this Agreement if Executive willfully breaches or habitually neglects the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail duties which he is required to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by perform under the terms of this Agreement, or if Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the Documents; - effective performance of his duties or which results in material harm to the Client Company or its business. The Company may no longer use Control Union trademark and/or letter terminate this Agreement for cause by giving written notice of approvaltermination to Executive. With the exception of the covenants included in Section 4 below, upon the date of delivery of the written notice of such termination, the obligations of Executive and the Company under this Agreement shall withdraw these indications and/or letter of approvalimmediately cease. Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, and shall inform Control Union about thisin equity, or under this Agreement. - In the event that of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisiontime of termination. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union 3.5 Executive’s employment may also terminate the Agreement be terminated at any time without paying by Executive upon not less than ninety (90) days written notice by Executive to the Board. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any lossaccrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.6 Company may terminate Executive’s employment upon not less than thirty (30) days written notice by Company to Executive. With the exception of the covenants included in section 4 below, damageupon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, indemnity or penal clauseExecutive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of Restricted Stock under Section 2.3 based on the days of service prior to the termination in conjunction with the Vesting Schedule, with 30 days' prior written noticeand all previously accrued but unpaid expense reimbursements at the time of termination.

Term and Termination. a. 9.1 This Agreement takes effect from the Effective Date and, unless terminated pursuant to the remaining provisions of the clause 9, shall remain in force until the natural expiry of the Business Covered. 9.2 XL Mid Ocean or the Retrocessionaire may be terminated by the parties terminate this Agreement with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left by written notice to the administration of the liquidator, bankruptcy officer other Party on or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying after the performance of the whole or any lossmaterial part of this Agreement being prohibited or rendered impossible in consequence of any law, damageregulation or decision of a regulatory authority; in which event the Parties shall use their reasonable endeavours to reach agreement on the continuance of this Agreement on whatever basis or the basis upon which the retrocession arrangement contemplated by this Agreement will be terminated. If the Parties are unable to reach agreement within 30 Business Days of the date upon which this Agreement becomes prohibited or rendered impossible, indemnity such dispute shall be determined, mutatis mutandis, in accordance with clause 10. 9.3 XL Mid Ocean may terminate this Agreement with immediate effect by written notice to the Retrocessionaire on or penal clauseat any the after the Retrocessionaire passes a resolution for its winding up, a court of competent jurisdiction making an order for the Retrocessionaire's winding up or dissolution, the making of an administration order in relation to the Retrocessionaire, the appointment of a receiver over, or an encumbrancer taking possession of or selling, all or substantially all of the assets of the Retrocessionaire, the Retrocessionaire making an arrangement or composition with 30 days' prior written noticeits creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally, upon which event the provisions of clause 10.4 shall apply hereto. 9.4 If this Agreement is terminated in accordance with the provisions of clause 9.3: 9.4.1 The Retrocessionaire's liability under this Agreement in respect of the Business Covered shall be calcu1ated pro rata up to and including the date of termination; and 9.4.2 The retrocessionaire shall pay an amount equal to 50 times the most recent Account Balance save that if this sum should be less than zero then no payment will be required from the retrocessionaire.

Term and Termination. a. This 10.01 The initial term of this Agreement may shall be terminated by three (3) years from the parties with immediate effect upon occurrence of any of date first referenced above and the cases where bankruptcy or concordat proceedings are initiated against appointment shall automatically be renewed for further one (1) year successive terms without further action of the parties, proceedings are initiated for unless written notice is provided by either party at least sixty (60) days prior to the liquidation of one end of the partiesinitial three (3) year term or any subsequent one (1) year term. The term of this Agreement shall be governed in accordance with this paragraph, or one notwithstanding the cessation of active trading in the capital stock of the parties is dissolved or becomes unable to pay Fund. 10.02 In the event that AST commits any breach of its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its material obligations under this Service Agreement Agreement, and such breach is capable remains uncured for more than thirty (30) days after written notice by the Fund (which notice shall explicitly reference this provision of remedythe Agreement), the breach is not remedied within ten Fund shall be entitled to terminate this agreement with no further payments other than (10a) business days payment of written notification any amounts then outstanding under this Agreement and (b) payment of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed amounts required pursuant to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseSection 10.05 hereof. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 10.03 In the event that the contract Fund terminates this Agreement other than pursuant to Sections 10.01 or 10.02 hereof, unless the termination of the Agreement is terminated due to the Client’s faultliquidation, Control Union merger or other corporate action of the Fund, the Fund shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 hereof, as well as the charges accruing pursuant to Section 10.05 hereof. In the case of a liquidation, merger or other corporate action of the Fund, the Fund will demand provide AST with sixty (60) days written of such termination or merger. The Fund shall be obligated to pay any additional fees or charges in connection with the liquidation, merger or other corporate action of the Fund as mutually agreed upon in writing by both parties. 10.04 In the event that the Client Fund commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than ninety (90) days, AST shall have the right to terminate this Agreement. Notwithstanding the foregoing, to the extent that any payments due from the Fund are the subject of a reasonable dispute between the Fund and AST and AST has received written notice from the Fund of such dispute, such fees will not be compensated for all direct and indirect damages incurred without the need for a court decisionsubject to this Section 10.04. c. Any term that is intended 10.05 Should the Fund elect not to survive termination renew this Agreement or otherwise terminate this Agreement, AST shall be entitled to reasonable additional compensation not to exceed $5,500 for the service of preparing records for delivery to its successor or to the Service Agreement Fund, and for forwarding and maintaining records with respect to certificates received after such termination. AST will survive expiration or termination perform its services in assisting with the transfer of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.records in a diligent and professional manner. AST Confidential and Proprietary Information – Version February 2014

Term and Termination. a. This 10.01 The initial term of this Agreement may shall be terminated by three (3) years from the parties with immediate effect upon occurrence of any of date first referenced above and the cases where bankruptcy or concordat proceedings are initiated against appointment shall automatically be renewed for additional successive one year terms without further action of the parties, proceedings are initiated for unless written notice is provided by either party at least 90 days prior to the liquidation of one end of the partiesinitial or any subsequent one year period. The term of this appointment shall be governed in accordance with this paragraph, or one notwithstanding the cessation of active trading in the capital stock of the parties is dissolved or becomes unable to pay Company. 10.02 In the event that AST commits any continuing breach of its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its material obligations under this Service Agreement Agreement, and such breach is capable remains uncured for more than sixty (60) days after written notice by the Company (which notice shall explicitly reference this provision of remedythe Agreement), the breach is not remedied within ten (10) business days Company shall be entitled to terminate this agreement with no further payments other than payment of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseamounts then outstanding under this Agreement. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 10.03 In the event that the contract is terminated due Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 above, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, as well as the charges accruing pursuant to Section 10.05 below. 10.04 In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than sixty (60) days, AST shall have the right to terminate its services without further notice to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended 10.05 Should the Company elect not to survive termination renew this Agreement or otherwise terminate this Agreement, other than pursuant to Section 10.02, AST shall be entitled to reasonable additional compensation for the service of preparing records for delivery to its successor or to the Service Agreement Company, and for forwarding and maintaining records with respect to certificates received after such termination. AST shall be entitled to retain all transfer records and related documents until all amounts owing to AST have been paid in full. AST will survive expiration or termination perform its services in assisting with the transfer of the Service Agreementrecords in a diligent and professional manner. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. 8.1 This Agreement is valid for a period of 14 (fourteen) months from the date of this Agreement unless terminated earlier by either Parties. The Agreement can be renewed for further periods with the mutual agreement of both the Parties. 8.2 This Agreement may be terminated by either Party by giving the parties other Party a prior written notice of 30 (thirty) days. 8.3 In addition, Company can terminate the Agreement without giving any notice in case Vendor commits a material breach of the provisions of this Agreement or contravenes any provision of any applicable law and regulations or files for bankruptcy or voluntary winding up or a breach of Company’s Policies. 8.4 The Company may terminate this Agreement in case of any abuse of the Platform or if the Vendor has not been operating to the levels as expected by the Company or if the Vendor is not operating for a set period of 10 days without a justified reason. 8.5 The Agreement may also be terminated in case of misconduct of the Company policies, including but not limited to trading in areas that the Vendor is not permitted to trade or contact with customers outside the Platform for monetary gains. 8.6 Upon termination/expiry of the Agreement, the Company shall remove all the Products of Vendor from the Platform with immediate effect upon occurrence of and that the Company shall not be liable for any ensuing losses or damages (whether direct, indirect or inconsequential) that may be incurred by Vendor as a consequence, whether direct or indirect, of the cases where bankruptcy or concordat proceedings are initiated against one termination of this Agreement. The Company may charge an Admin fee for to cancel this Agreement which can be changed at the discretion of the partiesCompany. For the avoidance of doubt, proceedings are initiated for it is hereby clarified that the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case Vendor shall irrespective of termination of this Agreement continue to perform and complete all pending orders placed on the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionPlatform. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 10.01 The initial term of this Agreement may shall be terminated by three (3) years from the parties with immediate effect upon occurrence of any of date first referenced above and the cases where bankruptcy or concordat proceedings are initiated against one appointment shall automatically be renewed for further three (3) year successive terms without further action of the parties, proceedings are initiated for unless written notice is provided by either party at least ninety (90) days prior to the liquidation of one end of the partiesinitial or any subsequent three (3) year term. The term of this Agreement shall be governed in accordance with this paragraph, or one notwithstanding the cessation of active trading in the capital stock of the parties is dissolved or becomes unable to pay Company. 10.02 In the event that AST commits any continuing breach of its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its material obligations under this Service Agreement Agreement, and such breach is capable remains uncured for more than sixty (60) days after written notice by the Company (which notice shall explicitly reference this provision of remedythe Agreement), the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union Company shall be obliged entitled to maintain confidentiality regarding the terminate this agreement with no further payments other than (a) payment of any amounts then outstanding under this Agreement and (b) payment of any amounts required pursuant to Section 10.05 hereof. AST Confidential and Proprietary Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - – Version July 2012 8 10.03 In the event that the contract is terminated due Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 hereof, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 hereof, as well as the charges accruing pursuant to Section 10.05 hereof. 10.04 In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than forty-five (45) days, AST shall have the right to terminate or suspend its services upon notice to the Client’s faultCompany. During such time as AST may suspend its services, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended AST shall have no obligation to survive termination act as transfer agent and/or registrar on behalf of the Service Agreement will survive expiration or termination of the Service Company, and shall not be deemed its agent for such purposes. Such suspension shall not affect AST’s rights under this Agreement. d. Control Union may also 10.05 Should the Company elect not to renew this Agreement or otherwise terminate this Agreement, AST shall be entitled to reasonable additional compensation for the Agreement at any time without paying any lossservice of preparing records for delivery to its successor or to the Company, damage, indemnity or penal clause, and for forwarding and maintaining records with 30 days' prior written noticerespect to certificates received after such termination. AST will perform its services in assisting with the transfer of records in a diligent and professional manner.

Term and Termination. a. 3.1 The term of this Agreement commences as of the Effective Date and shall continue for one (1) year unless sooner terminated as herein provided (the “Term”). 3.2 If the Executive dies during the Term, this Agreement shall thereupon terminate, except that the Company shall pay to the Lender any fee under Section 2.1 and expenses under Section 2.3 that have accrued and are unpaid, as well as that portion of the Shares vested under Section 2.2, at the time of the Executive’s death. 3.3 The Company reserves the right to terminate this Agreement upon ten (10) days written notice if, for a continuous or accumulated period of forty-five (45) days during the Term, the Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the obligations of the Executive and the Company under this Agreement shall immediately cease. Upon termination pursuant to this Section 3.3, the Company shall pay to the Lender any fee under Section 2.1 and expenses under Section 2.3 that have accrued and are unpaid, as well as that portion of the Shares vested under Section 2.2, at the cessation of the Executive’s services. 3.4 The Company reserves the right to declare the Lender in default of, and terminate for cause, this Agreement if the Executive willfully breaches or habitually neglects the duties which he is required to perform under this Agreement, or if the Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to the Company or its business. Termination under this Section 3.4 shall be effective upon written notice to the Lender pursuant to Section 6.3. Upon delivery of such notice, the obligations of the Lender and the Company under this Agreement shall, with the exception of the covenants included in Section 4 below, immediately cease. Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement. Upon termination pursuant to this Section 3.4, the Company shall pay to the Lender any fee under Section 2.1 and expenses under Section 2.3 that have accrued and are unpaid at the time of termination. 3.5 This Agreement may be terminated by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying by the Lender upon not less than ninety (90) days written notice by the Lender to the Board pursuant to Section 6.3. With the exception of the covenants included in Section 4 below, upon such termination the obligations of the Lender and the Company under this Agreement shall immediately cease. Upon termination pursuant to this Section 3.5, the Company shall pay to the Lender any lossfee under Section 2.1 and expenses under Section 2.3 that have accrued and are unpaid at the time of termination. 3.6 This Agreement may be terminated at any time by the Company upon not less than thirty (30) days written notice by the Company to the Lender pursuant to Section 6.3. With the exception of the covenants included in Section 4 below, damageupon such termination the obligations of the Lender and the Company under this Agreement shall immediately cease. Upon termination pursuant to this Section 3.6, indemnity or penal clausethe Company shall pay to the Lender any fee under Section 2.1 and expenses under Section 2.3 that have accrued and are unpaid, with 30 days' prior written noticeas well as that portion of the Shares vested under Section 2.2, at the time of termination.

Term and Termination. a. This Agreement may be terminated by 3.1 The “Initial Term” of this AGREEMENT shall commence on and shall continue for a period of 3.2 Unless the parties with immediate effect upon occurrence Customer notifies the Vendor of its intent to terminate this AGREEMENT at least thirty (30) days prior to the expiration of the term (or at the end of any one-year extension of the cases where bankruptcy or concordat proceedings are initiated against term, which may occur as provided below), the term shall be extended for an additional one (1) year period(s) (“Extension(s)”), upon the same terms and conditions contained herein, and upon the Customers agreement to renew. NEC may adjust its service rates to conform to Appendix C, Pricing Index to DIR Contract No. DIR-TSO-2689. NEC shall furnish Customer with a written notice of any proposed increase in NEC’s service rates for the next Extension at least thirty (30) days prior to the anniversary date of the partiesoriginal term. Unless Customer exercises its right to terminate as set forth above, proceedings are initiated the Customer shall be deemed to have agreed to the adjusted service rates for the liquidation next extension. 3.3 NEC reserves the right to terminate or suspend performance under this AGREEMENT and discontinue providing SERVICES to CUSTOMER in the event CUSTOMER materially or repeatedly fails to comply with Acceptable Use Policy set forth in Appendix 2 attached hereto. In such an event, NEC shall provide written notice to CUSTOMER of one any violation prior to termination or suspension of the parties, or one this AGREEMENT and CUSTOMER shall have thirty (30) days to cure such failure. 3.4 If Vendor is in default of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach default continues for thirty (30) days after written notice is capable of remedygiven, Customer may (in addition to all other rights and remedies provided in the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service law) terminate this Agreement. d. Control Union 3.5 Notwithstanding (a) above, if the Vendor becomes insolvent, enters voluntary or involuntary bankruptcy, or takes any measures generally designed for the relief of debtors, then the Customer may also terminate (in addition to all other rights and remedies provided in the Agreement at any time or by law) terminate this Attachment immediately without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice. 3.6 To the extent allowable under record retention policies and laws, upon any valid termination, cancellation, or expiration of this Agreement, each party shall promptly return to the other party all papers, materials, and properties of the other held by such party, and NEC shall refund Customer the unused portion of any prepaid service fees, less any other sums due and owing to NEC at the time of the refund.

Term and Termination. a. 2.1 This Agreement will be for an initial term with effect from the date (the “Commencement Date”) that is the first business day following the date of closing of a private placement offering (the “Offering”) of securities of the Company raising gross proceeds of approximately US$1,000,000, currently expected to complete in February, 2005, up to and including December 31, 2007 (the “Term”). This Agreement will be automatically renewed for successive one year periods unless either the Company gives to the Consultant or the Consultant gives to the Company written notice of the termination of this Agreement, not less than 6 months prior to the expiry of the Term or any subsequent renewal period of this Agreement. 2.2 This Agreement may be terminated at any time by either party by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left provision to the administration other of 6 months’ written notice of such termination. However, if this Agreement is terminated by the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed Company without cause prior to Control Union within one month after the expiration of the due date; it may immediately terminate Term, the agreement without paying any lossCompany shall pay to the Consultant all fees that would be otherwise owing to the Consultant pursuant to either paragraph 3.1(a) or 3.2(a) herein, damageas applicable, compensation until the later of March 7, 2006 or penal clause. b. In 12 months from the date of notice of termination pursuant to this clause 2.2. If the Company terminates the services of the Consultant pursuant to this clause 2.2, stock options held by the Consultant pursuant to this Agreement and the Company’s stock option plan and not previously exercised, if any, shall forthwith vest and become exercisable, and in the case of termination a conflict between the terms of this Agreement and the Service Agreement by Control Union: - Company’s stock option plan, the Client shall upon receiving notice terms of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service this Agreement shall terminate with immediate effectgovern. The Consultant agrees to accept the notice (or pay in lieu of notice), and exercisable stock options as set out in this clause 2.2 in full and final settlement of all amounts owing to the Consultant by the Company on termination, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possiblepayment in lieu of notice of termination, except to the extent it must disclose such Information as required by law or by the terms entitlement of the Documents; - Consultant under any applicable statute and any rights which the Client Consultant may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approvalhave at common law, and shall inform Control Union about this. - In the event that Consultant waives any claim to any other payment or benefits from the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionCompany. c. Any term that is intended to survive 2.3 On termination or expiry of the Service Agreement term of this Agreement, the Consultant will survive expiration or termination return all property of the Service AgreementCompany then in its possession, including any office equipment, automobiles, correspondence, documents, computer disks, notebooks, video and audio equipment and tapes, files and other tangible property. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 9.1 The term of this Agreement may be shall commence at the Effective Time and shall continue in full force for twelve (12) months unless earlier terminated by as provided below, and thereafter, from month to month thereafter unless terminated upon not less than thirty (30) days' prior written notice from the parties with immediate effect upon occurrence Proposed SNH Licensees or the Mariner Licensees to the other. Subject to the provisions of the first paragraph in Section 1 of this Agreement, the Proposed SNH Licensees shall have the further right from time to time to require the Mariner Licensees' to discontinue provision of any or all services hereunder to any one or more of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left Facilities upon not less than thirty (30) days' prior written notice to the administration of relevant Mariner Licensee. If there is a final adverse determination with respect to any Necessary Licenses, provided that the liquidatorProposed SNH Licensee shall have exhausted all appeals with respect thereto, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effectrespect to the Facility(ies) which would be affected. 9.2 From and after the effective date of termination of this Agreement in accordance with Section 9.1, including any rights to have units and/or products audited and/or approved; - Control Union the Mariner Licensees shall not be obliged entitled to refund compensation for further services hereunder (and, in the fee which has already been paid case of the discontinuation of services at a Facility in accordance with Section 9.1, from and after the effective date of such discontinuance, the Mariner Licensees shall not be entitled to compensation for further services with respect to such Facility). Upon termination or discontinuance, the relevant Mariner Licensees shall forthwith: (a) pay over to the relevant Proposed SNH Licensee all collections of Post-Effective A/R received by the Client; - Control Union shall be obliged Mariner Licensees pursuant to maintain confidentiality regarding the Information this Agreement; (b) deliver to the extent possiblerelevant Proposed SNH Licensees and the Manager a full accounting, except including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to them; and (c) deliver to the extent it must disclose such Information relevant Proposed SNH Licensees and the Manager, as required by law or by the terms case may be, all property and documents of any of them (including, without limitation, health care and other patient records) then in the custody of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - In the event that the contract is terminated due to the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decisionMariner Licensee(s). c. Any term that is intended to survive termination of the Service Agreement will survive expiration or termination of the Service Agreement. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This The initial term of this Agreement may be begins on the date this agreement is executed and ends ( ) Months ( ) Year(s) thereafter (the “term”). The term automatically renews for additional periods of one (1) year until such time as the term is terminated by the parties with immediate effect either party upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one following: (a) Customer’s written notice to Company of Customer’s intention to terminate this Agreement given at least thirty (30) days prior to the expiration date of the parties, proceedings are initiated for term in effect; (b) the liquidation of one failure by Customer to make timely payment of the parties, charges provided for in Paragraphs 1 and 5 of this Agreement; (c) the insolvency or one adjudication of the parties is dissolved or becomes unable to pay its debtsbankruptcy of Company, or the business is partially assignment for the benefit of creditors or completely left reorganization or liquidation proceedings filed by or against Company; or (d) Company’s 30 day written notice to Customer of Company’s intention to terminate the term for any reason. Company may terminate monitoring services to Customer upon 10 days’ written notice upon the occurrence of the following: (i) Customer uses or attempts to use alarm system for other than its intended use, or (ii) Subscriber engages in abusive conduct with employees of Company or its monitoring subcontractor. This Agreement inures to the administration benefit of and is applicable to any subcontractor engaged by dealer to provide any service set forth in the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and those terms and conditions are binding on subscriber as to each subcontractor. The first of such breach is capable renewal terms commences upon the date of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the original term. If this Agreement is terminated under the provisions of sections (a) or (b) of this Section 4, there will be a charge of $99.00 to reinstate service to Customer. Company after the initial term period of this Agreement and at least Sixty (60) days prior to the commencement of any subsequent renewal term may give written notice of intent to adjust the Monitoring Charge applicable to subsequent renewal terms. Such adjusted Monitoring Charge specified in notice by Company becomes due date; it may immediately on the first day of the billing period for any subsequent renewal term following such notice and every subsequent period, including additional subsequent renewal terms unless Customer, after receipt of such notice but prior to the first day of the term following such notice, provides Company with written notice of intention to terminate the agreement without paying any loss, damage, compensation or penal clause. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about thisterm. - In the event that the contract one year automatic renewal term is terminated due held unenforceable or invalid for any reason, the term becomes month to month. The provisions of Paragraphs 2, 3, 5, 6, 7, 10-14 and 16 survive the Client’s fault, Control Union will demand that the Client be compensated for all direct and indirect damages incurred without the need for a court decision. c. Any term that is intended to survive termination expiration of the Service Agreement will survive expiration or termination of the Service Agreementterm. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.

Term and Termination. a. This 11.1 The term of this Agreement shall continue indefinitely, unless terminated as provided hereunder. 11.2 Failure of XXXXX or Customer to comply with any term or condition of this Agreement shall entitle the other party to give the party in default written notice requiring it to make good the default. 11.3 If the default complained of has not been cured within thirty (30) days following receipt of written notice, the notifying party shall be entitled, in addition to any other rights it may be terminated have under this Agreement or otherwise at law, to immediately terminate this Agreement by the parties with immediate effect upon occurrence of any of the cases where bankruptcy or concordat proceedings are initiated against one of the parties, proceedings are initiated for the liquidation of one of the parties, or one of the parties is dissolved or becomes unable to pay its debts, or the business is partially or completely left giving written notice to the administration of the liquidator, bankruptcy officer or trustee, voluntarily or otherwise. Or - If each party materially breaches its obligations under this Service Agreement and such breach is capable of remedy, the breach is not remedied within ten (10) business days of written notification of the breach; or - damages the other Party's name, reputation or business in any way; - the Client misuses the services obtained from Control Union in any way; - If the Client does not pay any amount owed to Control Union within one month after the expiration of the due date; it may immediately terminate the agreement without paying any loss, damage, compensation or penal clauseother. b. In case of termination of the Service Agreement by Control Union: - the Client shall upon receiving notice of withdrawal of its approval service return the letter of approval by registered mail to Control Union within one week after the termination of the Service Agreement; - all rights of the Client resulting from the Service Agreement shall terminate with immediate effect, including any rights to have units and/or products audited and/or approved; - Control Union shall not be obliged to refund the fee which has already been paid by the Client; - Control Union shall be obliged to maintain confidentiality regarding the Information to the extent possible, except to the extent it must disclose such Information as required by law or by the terms of the Documents; - the Client may no longer use Control Union trademark and/or letter of approval, shall withdraw these indications and/or letter of approval, and shall inform Control Union about this. - 11.4 In the event that Customer breaches any term of Section 10 of this Agreement entitled "Ownership of Software and Confidentiality", XXXXX shall have the contract is terminated due right, at its sole discretion, to immediately terminate this Agreement by giving written notice to the Client’s faultCustomer. 11.5 This Agreement shall terminate immediately and automatically if Customer is insolvent or bankrupt, Control Union will demand or seeks protection from its creditors, or if any assignment of its property is made for the benefit of creditors or otherwise, or if a petition is filed in any court to declare bankruptcy or for re-organization under any bankruptcy or insolvency law or similar statute and is not dismissed in thirty (30) days, or if a trustee in bankruptcy or similar officer or a receiver is appointed for Customer. 11.6 Upon any termination of this Agreement, Customer shall return the Software and any full or partial copies thereof to XXXXX and shall certify, by a duly authorized officer of Customer, that the Client be compensated for original and all direct copies of the Software have been given up to XXXXX, all records or copies of the Software in computer memory have been destroyed, and indirect damages incurred without that no copies of any part of the need for a court decisionSoftware, in any form, remain in the possession or control of Customer. c. Any term 11.7 Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to termination taking effect, provided that is intended to survive termination no action may be commenced by either party more than two (2) years after the cause of the Service Agreement will survive expiration or termination of the Service Agreementaction arose. d. Control Union may also terminate the Agreement at any time without paying any loss, damage, indemnity or penal clause, with 30 days' prior written notice.