Common use of Term and Termination Clause in Contracts

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 9.4 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 9.5 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 9.6 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 9.7 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 9.8 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 10.1 This Agreement shall continue for Services shall take effect on the Order date and remain in effect until any agreed end date specified Term as set out in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsand any subsequent renewal term. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 10.2 Either party may by notice in writing terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if if: 10.2.1 the other party: a. is in material party commits a breach of any of its obligations under the Agreement or an Order provisions of this Agreement, and, in : (a) the case of a breach which is capable of remedy, remedy and the other party fails to remedy such the breach within thirty (30) 30 days of notice receipt of a written notice; (b) the breachbreach is not capable of remedy; or b. voluntarily files (c) the breach is a petition under bankruptcy material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or insolvency law; has when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a receiver resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver appointed receiver, administrator or similar officer over it the whole or part of any of its assets; passes or 10.2.3 the continued performance thereof is prevented by reason of a resolution for windingForce Majeure Event as defined (and in accordance with sub-upclause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a court breach of competent jurisdiction makes an order to that effectthis Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or or 10.3.3 The Client is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form a Change of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationControl Event; and (iii) neither party shall have any further right or obligation with respect to the other except as / or 10.3.4 Specific provisions set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement relevant Service Specifications apply.

Term and Termination. 9.1 Each Order for Services 14.1 This Agreement shall take effect come into force on the Order date of the first Booking Confirmation issued by the Supplier and remain in effect shall continue indefinitely until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsterminated. 9.2 Unless otherwise stated in an Order, each Order for Services may 14.2 This Agreement can at any time be terminated for convenience by either Party Centum by providing thirty (30) days5 Business Days’ prior notice in writing. 14.3 Either Party may immediately terminate this Agreement by giving written notice to the other Party.Party if: 9.3 Without prejudice 14.3.1 any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 30 Business Days of the due date for payment; 14.3.2 the other Party commits any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the provisions of this Agreement or an Order and, in if the case of a breach which is capable of remedy, fails to remedy such breach it within thirty (30) days of 10 Business Days after being given written notice giving full particulars of the breach; orbreach and requiring it to be remedied; b. voluntarily files 14.3.3 an encumbrancer takes possession, or where the other Party is a petition under bankruptcy or insolvency law; has company, a receiver or administrative receiver appointed over it or is appointed, of any of the property or assets of that other Party; 14.3.4 the other Party makes any voluntary arrangement with its assets; passes creditors or, being a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; company, becomes subject to an administration order; enters order (within the meaning of the Insolvency Act 1986); 14.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement); 14.3.6 anything analogous to any voluntary arrangement with its creditors; ceases of the foregoing under the law of any jurisdiction occurs in relation to the Supplier; 14.3.7 that other Party ceases, or threaten threatens to cease cease, to carry on business; or is subject to any analogous event or proceeding or 14.4 For the purposes of sub-Clause 14.2.2, a breach shall be considered capable of remedy if the Party in any applicable jurisdictionbreach can comply with the provision in question in all respects. 9.4 In the event We 14.5 The rights to terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) this Agreement given by this Clause 14 shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on prejudice any other Order under this Agreement. 9.6 On termination right or remedy of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties either Party in respect of the breach concerned (if any) or any other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement breach.

Term and Termination. 9.1 Each Order for Services shall take effect on 13.1 In relation to the Order date and remain in effect until any agreed end date provision of Products, unless otherwise specified in writing, this Agreement shall come into effect upon the Order or Commencement Date, and, subject to other terms of this Agreement, shall continue in force until Activ cease providing the Products and all Services under such Order outstanding Charges owing to Activ by the Customer have been provided, unless terminated sooner paid in full or the termination of this Agreement in accordance with these Termsits provisions, whichever is sooner. 9.2 Unless 13.2 In relation to the provision of Services, unless otherwise stated specified in writing, this Agreement shall come into effect upon the Commencement Date, and, continue for an Order, each Order initial period of 12 calendar months and thereafter automatically renew for Services may be successive 12 calendar month periods unless and until terminated for convenience by in accordance with the terms and conditions of this Agreement or either Party by providing thirty (30) days’ prior party provides not less than 3 calendar months written notice to the other Partyparty such notice to expire no earlier than the next anniversary of the Commencement Date. 9.3 13.3 Without prejudice to any limiting its other rights or remedies to which We or You may be entitledremedies, either each party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if party if: 13.3.1 the other party: a. is in party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so; 13.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency Xxx 0000 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Xxx 0000 or (being a partnership) has any partner to whom any of the foregoing apply; b. voluntarily files 13.3.3 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other party; 13.3.4 a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance winding up of the Services; other party (iibeing a company) You shall promptly pay Us other than for all Services provided the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 13.3.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 13.3.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and Fees and expenses due up such attachment or process is not discharged within 14 days; 13.3.7 an application is made to courts, or an order is made, for the date appointment of termination; and an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (iiibeing a company); 13.3.8 the holder of a qualifying charge over the assets of the other party (being a company) neither has become entitled to appoint or has appointed an administrative receiver; 13.3.9 a person becomes entitled to appoint a receiver over the assets of the other party shall have or a receiver is appointed over the assets of the other party; 13.3.10 any further right event occurs, or obligation proceeding is taken, with respect to the other except as set out party in this Section and in such Sections any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.3.1 to Clause 13.3.8 (inclusive); 13.3.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 13.3.12 the other party's financial position deteriorates to such an extent that in Activ's opinion the Customer's capability to adequately fulfil its obligations under this Agreement which has been placed in jeopardy; or 13.3.13 the other party (being an individual) dies or, by their nature would continue beyond reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 13.4 Without limiting its other rights or remedies, Activ may: 13.4.1 terminate this Agreement with immediate effect by giving written notice to the terminationCustomer if the Customer fails to pay any amount due under this Agreement on the due date for payment; or 13.4.2 suspend the supply of Services or all further deliveries of Products under this Agreement or any other Agreement between the Customer and Activ if the Customer fails to pay any amount due under this Agreement on the due date for payment, cancellation or expiration the Customer becomes subject to any of the Agreement events listed in Clause 13.3.1 to Clause 13.3.12, or Activ reasonably believes that the Customer is about to become subject to any of them.

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain in effect until any agreed end effective date specified in the Order or until all Services under such Order have been providedOrder, unless terminated sooner but in no event later than the Delivery Date of the Celonis Software (in accordance with these Terms. 9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section 6.1 and Section 6.2 below. 9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-winding- up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 6.3 On termination of an Order or this Agreement Your Subscription for any reason: : 6.3.1 Your right of use granted under the Agreement shall immediately terminate; and 6.3.2 You shall make no further use of any Celonis Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.

Term and Termination. 9.1 Each 11.1 Unless otherwise agreed in a Sales Order for Services Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior party gives written notice to the other Partyto terminate the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as the case may be), in which case the Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 9.3 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which We or You the parties may be entitledhave, either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon immediately on giving written notice if to the other partyif: a. (a) (i) the other party is in material breach of any of its obligations under the Agreement where the breach is incapable of remedy; or an Order and, (ii) the other party is in material breach of the case of a Agreement where the breach which is capable of remedy, remedy and fails to remedy such that breach within thirty fourteen (3014) days of after receiving written notice of the such breach; or b. voluntarily files a petition under bankruptcy (b) the other party enters into an arrangement or insolvency law; has a receiver composition with or for the benefit of its creditors, goes into administration, receivership or administrative receiver appointed over it receivership, is declared bankrupt or any of its assets; passes a resolution for winding-up) insolvent or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; is dissolved or otherwise ceases or threaten to cease to carry on business; or is subject to or (c) any analogous event or proceeding happens to the other party in any applicable jurisdictionjurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 11.4 On termination of an Order or this the Agreement for any reason: : (ia) all licences granted by Qubit under the Agreement shall immediately terminate; (b) each party shall immediately (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by the other party and make no further use of any equipment, property, Confidential Information, the Services (including the Script) and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced. 11.5 For the avoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to writing, terminate the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreements.

Term and Termination. 9.1 Each Order for 12.1 This Master Services Agreement shall take effect commence on the Effective Date and shall continue until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12. 12.2 Each Subscription purchased under an Order date and remain in effect until any agreed end date Form shall commence on the Date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in accordance with these Terms.the applicable Order Form, the Subscription shall 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 12.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate this Master Services Agreement or an Order or this Agreement Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 12.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 12.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 12.4 On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason: 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: Form only) shall (i) each party immediately terminate and Client shall immediately return to cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; ; 12.4.2 Client shall (iii) You shall in the case of termination of this Master Services Agreement, promptly pay Us for all Services provided and Fees and expenses due up or to become due through the effective date of termination; and (iiiii) neither party in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and 12.4.3 the Parties shall have any further right or obligation comply with respect to the other except as obligations set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement section 13.4.

Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) winding- up or a court of competent jurisdiction makes an order to that effect; or if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off utilized all prepaid Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order 10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ; 10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and 10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services shall take effect 3.1 The term of the Agreement will commence on the Subscription Start Date and continue thereafter for the duration of the Subscription Term (as applicable). Upon expiration of the Subscription Term or any renewal term, the Agreement shall automatically renew for the same duration as the prior period unless either party provides notice of non-renewal at least ninety (90) days before the expiration of the then-current term. Non-renewal notifications by Customer must be emailed to xxxxxxxxxxxx@xxxxxxxx.xxx and must identify the Customer’s name and the corresponding Order date Form number. All terms and conditions of this MSA shall remain in effect until any agreed end date specified in termination of the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsAgreement. 9.2 Unless otherwise stated in an Order, each Order for Services 3.2 A party may be terminated for convenience by either Party by providing terminate the Agreement (a) upon thirty (30) days’ prior written notice to the other Partyparty of the other party’s material breach, unless such breach is cured during that thirty (30) day period, or (b) immediately, if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors. Notice of a material breach shall specify in reasonable detail the facts and circumstances constituting such breach. 9.3 Without prejudice 3.3 App Xxxxx may suspend (with or without prior notice) the Services and/or terminate (immediately upon notice) the Agreement in the event that Customer (or any of its affiliates, if applicable) (a) materially breaches the Agreement by commercially offering products and/or services that display any portion of the Services, including, without limitation, any mobile app download, revenue and/or usage trends (i.e., anything other than data solely about apps owned and operated by Customer that Customer sources on its own and is not part of the Services), or (b) begins commercially offering products and/or services that display mobile app download, revenue, rankings, sales analytics, usage trends and/or other market intelligence for mobile applications (in addition to data solely about Customer’s own apps), or (c) engages in any other business activities that are competitive with App Xxxxx. In the event of such suspension or termination, App Annie’s obligations under the Agreement will be deemed to be fully discharged, no refunds will be issued, and any unpaid fees under the Agreement for the Subscription Term shall be immediately due and payable, in addition to any other rights or remedies available to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations App Xxxxx under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionlaws. 9.4 In 3.4 Upon the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the effective date of termination You have not yet called off of the Agreement, App Xxxxx will cease providing the Services to Customer and Customer’s right to use the Services and Confidential Information shall terminate. Following receipt of written request from the disclosing party to destroy or erase its Confidential Information, the receiving party must destroy/erase all Servicessuch Confidential Information without undue delay, tangible or intangible, in its possession or control. 9.5 Termination 3.5 Sections 1, 2, 3.5, 4-8 and 10-12 of any Order this MSA, and those sections of the Supplement(s) identified as surviving by their terms, shall have no effect on any other Order under this survive the termination of the Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 3.1 This Agreement shall take effect enter in to force on the Order date Commencement Date and remain in effect shall continue for a period of 24 months (“Term”). After the Term, this Agreement shall continue on a rolling monthly basis until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party giving not less than (3) three months written notice, such notice not to issue before the expiry of the Term or initial period of any Supplemental Agreement that is governed by providing thirty (30) days’ prior the terms of this Agreement. For the avoidance of doubt, termination of this Agreement for any reason shall not result in termination of any Supplemental Agreement governed by the terms of this Agreement. 3.2 Either Party may, upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Licence to run its Network, or is subject to any analogous event or proceeding where a renewal of such Licence has not been granted in any applicable jurisdictiona timely manner. 9.4 In 3.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 3.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be released from its obligation under this Agreement until any balance due is paid without affecting the non-refundable breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting Party. 3.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect a) If a Minimum Term applies to a Service, the Minimum Term will be specified on the Order date and remain in effect relevant Order. On the expiry of any Minimum Term, or if no Minimum Term is specified, the Service will continue until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner by either party in accordance with these Termsthis Agreement. 9.2 Unless otherwise stated in an Orderb) If no Minimum Term applies to a Service, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to or the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledMinimum Term has expired, either party Customer may terminate an Order or this Agreement without liability to the other that Service at any time with immediate effect upon on 30 days’ notice, but must pay charges for the full Charging Period in which termination occurs (if applicable). VXCs are usage based and therefore no Minimum Term applies to VXCs. c) Either party may terminate: 1. a Service by written notice if the other party: a. is in party has breached a material breach term of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, fails as it relates to that Service and has failed to remedy such the breach within thirty (30) days of receipt of notice of from the breachnon-defaulting party requiring the breach to be remedied; or b. voluntarily files 2. all Services immediately by notice in writing if the other party suffers an Insolvency Event. d) Megaport may terminate a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over Service on notice to Customer: 1. if Megaport reasonably determines that Customer poses an unacceptable credit risk; 2. if Megaport reasonably believes it needs to do so to comply with any law or any order or request of any government or regulatory body; 3. if Megaport is unable to continue to supply a Service to Customer for any reason (including due to technical reasons or the termination of any agreement with its assetssuppliers); passes or 4. for any reason, by providing Customer with thirty (30) days’ prior notice, if no Minimum Term applies to the Service or the Minimum Term has expired. e) If before the end of the Minimum Term and subject to clause 14f), Customer terminates a resolution for winding-upService other than under Clause 14c) or Megaport terminates a court Service under Clauses 14c) or 14d), Customer must pay Megaport an Early Termination Fee (ETF), calculated as an amount equal to fifty percent (50%) of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases Customer’s average monthly spend or threaten to cease to carry monthly recurring charge (whichever is greater) on business; the terminated Service, multiplied by the number of months (or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentspart thereof) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at between the date of termination You have not yet called off all Services 9.5 Termination and the end of any Order shall have no effect on any other Order under this Agreementthe Minimum Term. 9.6 On f) If before the end of the Minimum Term, Customer terminates a Service other than under Clause 14c) but replaces it with another Service of equal or greater monthly recurring charge and term, there will be no ETF applied. Customer will have 120 days to replace the outgoing Service with the new Service, however, Customer must notify Megaport in writing of their intention to “port” the Service within 30 days of termination to be eligible for the ETF waiver. If Customer does not notify Megaport within 30 days of an Order termination or this Agreement the Service is not replaced within 120 days of termination the ETF will be charged. Customer must notify Megaport of the incoming Service that will be used for any reason: (i) each party shall immediately return replacement as it relates to the other all papers, materials, Confidential Information and other properties terminated service to be eligible for the ETF waiver. g) Customer agrees that the Early Termination Fee is a reasonable estimate of Megaport’s likely financial loss if any Service is terminated prior to the end of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Minimum Term.

Term and Termination. 9.1 Each 8.1 The term of an Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services Form under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for which Services may be used by Customer shall commence on the applicable Order Form Effective Date (unless otherwise specified in such Order Form) and shall continue for the period of time as set forth on such Order Form (“Services Term”), unless earlier terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Partyas provided herein. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 8.2 Either party may terminate an the Agreement and/or any Order or this Agreement without liability to Form; (a) If the other at party materially breaches any time with immediate effect upon written notice if the other party: a. is in material breach term or condition of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy cure such breach within thirty (30) days after receiving written notice thereof; or (b) If the other party becomes insolvent or makes any assignment for the benefit of notice creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of the breach; or b. voluntarily files a any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or insolvency law; has a trustee, administrator or receiver appointed for its business or assets or any part thereof, Notwithstanding the foregoing, Google may terminate the Agreement if Customer breaches Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights). Section 2.3 (License Grants; Brand Features) or Section 7 (Confidentiality) and falls to cure such breach within seven (7) days after receiving written notice thereof (or upon an earlier date, If Google has a good faith belief that such a breach will cause Google to suffer immediate and ***** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. irreparable harm, and on that basis initiates a proceeding to obtain injunctive or other equitable relief to prevent such immediate and irreparable harm, provided that Google has previously notified Customer of the breach and the harm to be avoided, in which case the date that Google files such request for relief shall be the effective date of such termination). In addition, upon five day written notice (or such shorter period as required to avoid any violation of applicable law, judicial or administrative receiver appointed over order or regulation), either party may terminate this Agreement if either party reasonably determines that applicable laws make it or any of its assets; passes impossible to continue performing under an Order Form (provided that, in such event, if a resolution for winding-up) or a court of competent jurisdiction makes an order party could legally continue to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding perform under other Order Forms, at the other party’s option, those Order Forms shall remain in any applicable jurisdictionforce). 9.4 In 8.3 Upon the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this the Agreement for any reason: (i) all license rights granted herein shall terminate; (ii) each party shall immediately within thirty (30) business days pay to the other all amounts due or that have otherwise accrued as of the date of such expiration or termination; (iii) each party shall return to the other party, or destroy and certify the destruction of, all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationparty; and (iiiiv) neither each party shall have any further right or obligation with respect to will promptly stop using the other except party’s Brand Features, including the Adwords Program Link and the Attribution Graphic, in each case as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation applicable. 8.4 The termination or expiration of an individual Order Form shall not have the Agreement effect of terminating any other individual Order Form or this GSA unless expressly agreed to by the parties in writing. If an Order Form (but not this GSA) terminates or if the Services Term set forth in an Order Form expires, all of Customer’s rights to use the applicable Services, and all other rights and licenses granted by Google to Customer as set forth in such Order Form, if any, shall cease immediately. Termination of all Order Forms hereunder shall result in the termination of this GSA.

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain Date, but in effect until any agreed end date specified in no event later than the Order or until all Services under such Order have been provided, unless terminated sooner Delivery Date of the Software (in accordance with these Terms. 9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section and Section 6.2 below. 9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) up or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 6.2.3 On termination of an Order or this Agreement Your Subscription for any reason: reason your rights of you use are immediately terminated and You shall make no further use of any Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement for any reason by giving sixty (60) days notice in an Order, each Order for Services writing to Lonza. 10.3 Either Lonza or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files a petition relevant party under bankruptcy this Agreement) or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee knowingly and directly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights, or knowingly and directly disputes assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof, in each case except as required by legal process or court order, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is subject terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all elements of the System and Product forthwith and shall certify such destruction immediately thereafter in writing to any analogous event Lonza. 10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain in full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for This Master Services Agreement shall take effect commence on the Effective Date and shall continue until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12. Each Subscription purchased under an Order date and remain in effect until any agreed end date Form shall commence on the Date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in the applicable Order Form, the Subscription shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe provisions of this section 12. At the end of the Subscription Term, each Order for Client’s access and use of the Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 shall automatically terminate. Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate this Master Services Agreement or an Order or this Agreement Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 12.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 12.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.. On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason: 9.4 In 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: Form only) shall (i) each party immediately terminate and Client shall immediately return to cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; ; 12.4.2 Client shall (iii) You shall in the case of termination of this Master Services Agreement, promptly pay Us for all Services provided and Fees and expenses due up or to become due through the effective date of termination; and (iiiii) neither party in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; 12.4.3 Productsup shall have refund on a pro-rata basis any further right or obligation Fees paid by Client in advance for the Services; and 12.4.4 the Parties shall comply with respect to the other except as obligations set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement section 13.4.

Term and Termination. 9.1 Each Order (a) This Agreement shall commence immediately upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on which SpinCo is obligated to provide any Service to a Recipient (including for Services shall take effect on the Order date and remain purposes of this sub-section, the services described in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner Section 2.06) in accordance with these Termsthe terms hereof; and (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety. 9.2 Unless otherwise stated (b) Without prejudice to any Recipient’s rights with respect to a Force Majeure Event, RemainCo may terminate this Agreement with respect to any Service, in an Order, each Order whole (by Service line item) but not in part: (i) for Services may be terminated for convenience by either Party by any reason or no reason upon providing at least thirty (30) days’ prior written notice to SpinCo of such termination (or such greater or smaller number of days as is provided in the other PartySchedules) (it being understood that an early termination may result in Termination Charges being payable by RemainCo under this Agreement), or (ii) if SpinCo has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist fifteen (15) days after receipt by SpinCo of written notice of such failure from RemainCo. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party (c) SpinCo may terminate an Order or this Agreement without liability with respect to the other one or more Services, in whole (by Service line item) but not in part, at any time with immediate effect upon written notice if the other party: a. is in material breach of a Recipient has failed to perform any of its material obligations under the this Agreement or an Order andrelating to such Service, in the case and such failure shall continue to exist for a period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days after receipt by RemainCo of a written notice of such failure from SpinCo. (d) Both Parties may terminate this Agreement with respect to one or more Services (i) immediately upon mutual written agreement or (ii) immediately upon written notice to the breachother Party in the event that such other Party: (1) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction; or b. voluntarily files (2) makes a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any general assignment for the benefit of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; or (3) ceases or threaten to cease to carry on business; operations or is subject to any analogous event liquidated or proceeding in any applicable jurisdictiondissolved. 9.4 (e) Upon termination of this Agreement with respect to one or more Services, the relevant Schedule shall be updated to reflect any terminated Service. In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance that the effective date of the termination of any Service is a day other than the last day of a Service Period, any periodic Service Charge associated with Section 9.2 any prepaid such Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be nonpro-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at rated appropriately. (f) RemainCo may from time-to-time request in writing a reduction or increase in part of the date of termination You have not yet called off all Services 9.5 Termination scope of any Order shall have no effect on any other Order Service (it being understood that a reduction may result in Termination Charges being payable by RemainCo under this Agreement. 9.6 On termination of an Order ). If requested to do so by RemainCo, SpinCo agrees to discuss in good faith the potential reduction or this Agreement for increase in scope and any reason: (i) each party shall immediately return applicable reductions or increases to the other Service Charges in light of all papersrelevant factors including the costs and benefits to SpinCo of any such reductions or increases and (in the case of reductions in scope) any applicable Termination Charges. With respect to any Services that SpinCo has agreed to reduce or increase, materials, Confidential Information and other properties the relevant Schedule shall be updated to reflect any such agreed upon reduction or increase in the Service in the level of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services service provided and Fees and expenses due up the corresponding Service Charges shall be either reduced or increased, as applicable, to the date extent the incremental cost to SpinCo of termination; providing such Services is reduced or increased, as applicable, provided, and (iii) neither party for clarity, any such increase in a Service Charge shall have not be based on any further right increased incremental costs to SpinCo already embodied in a Termination Charge paid or obligation with respect payable by RemainCo hereunder. For the avoidance of doubt, SpinCo is not obligated to reduce or increase the other except as set out in this Section and in such Sections scope of the Agreement which by their nature would continue beyond the termination, cancellation any Services or expiration of the Agreement relevant Service Charges.

Term and Termination. 9.1 Each Order for Services shall take effect 13.1 The Agreement shall, unless otherwise terminated as provided in this condition 12.1, commence on the Order date Effective Date and remain shall continue until: (a) either party notifies the other party by giving 60 days’ notice of termination, in effect until any agreed end date specified writing, in which case the Order or until all Services under such Order have been provided, unless Agreement shall terminate upon the expiry of the notice period; or (b) otherwise terminated sooner in accordance with the provisions of these Termsterms and conditions; and the period from and including the Effective Date until termination shall constitute the Term. 9.2 Unless otherwise stated in an Order13.2 Without affecting any other right or remedy available to it, each Order for Services either party to the Agreement may be terminated for convenience terminate it with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of twenty days after being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its obligations under assets or ceasing to carry on business or, if the Agreement step or an Order andaction is taken in another jurisdiction, in connection with any analogous procedure in the case of a breach which is capable of remedyrelevant jurisdiction; (c) the other party suspends, fails or threatens to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy suspend, or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on all or a substantial part of its business; or is subject or (d) the other party's financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe terminating party's opinion the other party's capability to adequately fulfil its obligations under these terms and conditions has been placed in jeopardy. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on 13.3 Without affecting any other Order right or remedy available to it, Xxxxxxxx may terminate these terms and conditions with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreementthe Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 9.6 13.4 On termination of an Order or this the Agreement for any reason: : (ia) all rights granted under the Agreement shall immediately terminate; (b) each party shall immediately return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information party; (c) the Customer shall return to Xxxxxxxx and other properties make no further use of the other held by it in connection with Software and the performance Documentation; and (d) any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Order date Effective Date and remain shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: 14.1.1 either party notifies the other party of termination, in effect until writing, at least [90 days] before the end of the Initial Term or any agreed end date specified Renewal Period, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Term or until all Services under such Order have been provided, unless Renewal Period; or 14.1.2 the agreement is otherwise terminated sooner in accordance with these Termsthe provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the “Term”. 9.2 Unless otherwise stated in an Order14.2 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice 14.2.1 the other party fails to pay any amount due under this agreement (or any other rights or remedies agreement between the parties) on the due date for payment and remains in default not less than 14 days after being notified in writing to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to make such payment; 14.2.2 the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any other term of its obligations under this agreement (or any other agreement between the Agreement parties) which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 14 days of notice after being notified in writing to do so; 14.2.3 the other party repeatedly breaches any of the breachterms of this agreement (or any other agreement between the parties) in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or b. 14.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily files (save for the purposes of solvent reconstruction or amalgamation); or the other party (being an individual) is the subject of a bankruptcy petition under bankruptcy or insolvency laworder; has of if a receiver or administrative receiver is appointed over it in respect of the whole or any part of its assets; passes a resolution for winding-up) or a court of competent jurisdiction if either party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement assignment for the benefit of or composition with its creditors; ceases or threaten to cease to carry on businesscreditors generally; or is subject if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous event or proceeding events occur with respect to either party in any applicable jurisdictionjurisdiction to which it is subject. 9.4 In 14.3 On termination or expiry of this agreement for any reason: 14.3.1 all licences granted under this agreement shall immediately terminate and access to the event We terminate an Order pursuant Services and Voicescape Materials shall cease; 14.3.2 each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to Section 9.3 the other party; 14.3.3 Voicescape may destroy or You terminate an Order otherwise dispose of any of the Client Data in its possession unless Voicescape receives, no later than 10 days after the effective date of the termination of this agreement, a written request for convenience in accordance with Section 9.2 any prepaid Service Fees the delivery to the Client of the then most recent back-up of the Client Data. Voicescape shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as whether or not due at the date of termination You have not yet called off termination). The Client shall pay all Servicesreasonable expenses incurred by Voicescape in returning or disposing of Client Data; and 9.5 Termination of 14.3.4 any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement. 9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time: (a) if the other party: a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs. 14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time: (a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010 or other Applicable Laws; passes a resolution for winding-upor (b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmoney laundering offences. 9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement: (a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and (b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel. 9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right . 14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever: (a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and (b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 17 (Confidentiality), 22 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.

Term and Termination. 9.1 Each Order for Services 8.1 The Contract shall take effect commence on the Order date Commencement Date and remain in effect continue for the Initial Term, after which it shall automatically renew for consecutive Renewal Periods, until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthis clause 8. 9.2 Unless otherwise stated in an Order8.2 We or you may terminate the Contract by giving the other written notice of at least 6 months, each Order for Services not to expire before the end of the Initial Term or a Renewal Period. 8.3 We or you may be terminated for convenience terminate the Contract with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.if: 9.3 Without prejudice 8.4 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 8.5 the other party ceases or suspends a substantial part of its business (or threatens to do so), takes any action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any other rights of its assets or remedies ceasing to which We carry on business or, if the action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is 's financial position deteriorates to such an extent that (in material breach of any of the terminating party's opinion) the other party's capability to adequately fulfil its obligations under the Agreement Contract has been placed in jeopardy. 8.6 We may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment (on 3 occasions in any 6 month period), or an Order and, you undergo a change of control (as defined in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 1124 of the breach; orCorporation Tax Act 2010). b. voluntarily files a petition 8.7 Without affecting our other rights or remedies, we may suspend the supply of Services under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it the Contract or any of its assets; passes a resolution other contract between you and us if you fail (on 3 occasions in any 6 month period) to pay any amount due under the Contract on the due date for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is payment, you become subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it events listed in connection with the performance clause 8.5, or we reasonably believe that you are about to become subject to any of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement them.

Term and Termination. 9.1 Each Order for Services shall take effect on The term of the Agreement commences as of the effective date set forth in the Order date Form and remain in effect until any agreed end date shall continue for an initial term of one year or such other term as specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Form (“Initial Term”). Unless otherwise stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) unless either party has notified the other in an Order, each Order for Services may be terminated for convenience by either Party by providing writing at least thirty (30) days’ days prior written notice to the other Party. 9.3 Without prejudice to any other rights expiration of the then-current Initial Term or remedies to which We or You may Renewal Term, as applicable, that the Agreement shall not be entitled, either renewed. Either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in : (a) breaches any material breach term or condition of any of its obligations under the Agreement or an Order and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party (for which is capable of remedyno cure period shall apply), fails to remedy such cure the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of notice of the breachbusiness; or b. voluntarily files or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency law; laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on written notice to Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) termination by Moody’s pursuant to the preceding sentence, or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to termination by Client for Moody’s uncured material breach under this Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) 9, Client shall be non-refundable and We shall be under no obligation entitled to a refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement fees prepaid to Moody’s for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential affected Information and other properties in respect of the other held by it in connection with period after termination. At the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation termination or expiration of the Agreement for any reason, and except for any post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information under such Order Form and promptly purge all Information provided under such Order Form that has been stored in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client shall have the right to retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained from the Information and made in conformity with the license granted in Section 11 of these Terms; and (ii) portions of the Information that constitute electronic data that is generally inaccessible or that has been stored on Client’s backup systems in the ordinary course of business as part of standard backup procedures, but only to the extent that such data is only accessible by person(s) whose function is primarily information technology, and provided that such person(s) only have limited access to such data to enable the performance of such information technology duties. In addition, Client may retain one copy of any such data from the Information as is necessary to comply with applicable audit, legal or regulatory requirements, professional obligations and standards and internal document retention policies, provided any such data may only be accessed for such purposes and may not be used for any other purpose whatsoever (including, but not limited to, any commercial purpose). Upon expiration or termination of the Agreement for any reason, all provisions but Sections 3, 11 and 13 of these Terms shall survive.

Term and Termination. 9.1 Each Order for Services 13.1 This Agreement shall take effect on the Order date and remain in effect until any agreed end date specified force from the Commencement Date will automatically renew for an additional 12months (“Renewal Term”), in the Order or until all Services under such Order have been providedabsence of written notice of cancellation by either Party, unless terminated sooner in accordance received by the other Party with these Termsat least 90 days prior written notice. 9.2 Unless otherwise stated in an Order13.2 Either party may terminate the Agreement, each Order for Services may be terminated for convenience without prejudice to its other rights and remedies, with immediate effect by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material i. commits a breach of any of its obligations under the this Agreement or an Order and, and in the case of a breach which is capable of remedyremediable breach, fails to remedy such breach it within thirty (30) 30 days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; ii. becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium or there occurs in relation to that party, any event which is analogous to any of the breachevents referred to in this clause 10.2 in any part of the world iii. being a sole trader, dies or a bankruptcy petition is presented, or there occurs in relation to that party any event which is analogous to such a bankruptcy event in any part of the world; or b. voluntarily files 13.3 Supplier may terminate this Agreement, without prejudice to its other rights and remedies, with immediate effect by written notice to the Agent if the Agent undergoes a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any change of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncontrol. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of 13.4 The termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would is without prejudice to any obligation of either party expressed to continue beyond after termination. 13.5 This Agreement, including any Annxes hereto, was drawn up in English in two counterparts of equal legal effect, one for each Party. Any documents, required for the terminationexecution hereof (including invoices, cancellation or expiration of the Agreement statements, claims etc.), shall be drawn up in English.

Term and Termination. 9.1 Each Order 16.1. This Agreement shall become effective upon its signing by both parties and shall be in force for Services shall take effect on a period of three (3) years subject to the Order date fulfillment by the Reseller of any and remain all of its obligations hereunder and subject to Sections 3.3 and 5.2 above, unless sooner terminated as provided below or in effect until any agreed end date specified Section 3.3(ii) above. 16.2. Notwithstanding the aforesaid if either party hereto commits: (i) a material breach of this Agreement or defaults in the Order performance of any material obligation, and such default or until all Services under breach is not corrected within 14 (fourteen) days after the same has been called to the attention of the defaulting party by a written notice from the other party; or (ii) a non-material breach of this Agreement or defaults in the performance of any other obligation, and such Order have default or breach is not corrected within 30 (thirty) days after the same has been providedcalled to the attention of the defaulting party by a written notice from the other party - then the non-defaulting party, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderat its option, each Order for Services may be terminated for convenience thereupon terminate this Agreement by either Party by providing thirty (30) days’ prior submitting a written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledparty. In the event of an exclusive distribution agreement, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if Company shall have the other party: a. is in material breach of any of its obligations under the Agreement or an Order andright, in the case event of any such breach, in addition to and without derogating from its rights set forth above, to turn this Agreement into a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice non-exclusive distribution agreement. Without derogating from the generality of the breach; orforegoing provisions, a delay by the Reseller of more than 5 (five) working days in paying any amount due pursuant to Section 6 hereof shall be considered a material breach hereof. b. voluntarily 16.3. Notwithstanding the aforesaid, if the Reseller files a petition under for bankruptcy or insolvency is adjudicated bankrupt, or a petition for bankruptcy is filed against it or it becomes insolvent or unable to fulfill its obligations hereunder, or makes an assignment for the benefit of creditors or any arrangement pursuant to any bankruptcy law; has , or discontinues its business, if a receiver or administrative receiver is appointed over to it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding and in any applicable jurisdictionevent of change of control in the Reseller, the Company shall have the right to immediately terminate this Agreement. The Reseller shall immediately advise the Company, in writing, upon the occurrence of such event. 9.4 In 16.4. Notwithstanding the aforesaid, in the event We terminate an Order pursuant to Section 9.3 of a merger and/or acquisition transaction in which the Company is purchased by a third party or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation other case of change of control in the form Company while this Agreement is still in force, the Company shall make efforts to continue working with the Reseller for the term remaining under Section 1 above; however, should the purchaser of allotments/contingentsthe Company or of a controlling stake thereof refuse to continue using the services of the Reseller hereunder for any reason whatsoever, this Agreement shall terminate upon the later to occur between – (i) elapse of one year as of the Appointment Date; (ii) the actual purchase or change of control in the Company as aforesaid. 16.5. For avoidance of doubt, no right of termination under any provision of this Agreement shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination exclusive of any Order shall have no effect on any other Order under remedies or means of redress to which the party terminating this AgreementAgreement may be lawfully entitled. 9.6 On 16.6. For the removal of any doubt, upon the expiration or termination of an Order or this Agreement for any reason: (i) each party cause or reason whatsoever, the Company shall immediately return be free to directly contact and engage in business with any person or entity in the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationTerritory; and (iii) neither party the Reseller shall have not be entitled to any further right compensation, remuneration, royalties, broker fees or obligation any other payment whatsoever from the Company with respect to the other except as aforesaid or otherwise with respect to any alleged loss of anticipated income or profit. The Reseller agrees and declares that any investments and expenses made by it with regard to the market development have been taken into consideration in agreeing on the terms set out forth in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for 7.1. This Master Services Agreement shall take effect on from the date signature date hereof, and in respect of each Service, the date the Customer Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner is accepted by HUGE in accordance with Clause 2.2, or the date the Customer first uses a Service, whichever of these Termsis earlier, and shall continue in force unless and until terminated in accordance with this Clause 7. 9.2 Unless otherwise stated in an 7.2. Either Party may terminate a Service: 7.2.1. Subject to the provisions of a Customer Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior on at least 90 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevantInitialService Term; 7.2.2. immediately by notice if if, in relation to that Service, the other party:Party hascommitted a materialbreach which is incapable of remedy; a. is 7.2.3. immediately by notice if, in relation to that Service, theother Partyhascommitted a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, but which it fails to remedy toremedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.2.4. immediately by notice if, in relation to that Service, a petition Force Majeure Event subsists for a continuous period exceeding three (3) months. 7.3. Either Party may terminate the Agreement immediately upon notice: 7.3.1. in the event of a material breach by the other, which has application to all Services then provided under bankruptcy or insolvency law; this Agreement, and which is incapable of remedy; 7.3.2. in the event of a material breach by the other, which has application to all Services then provided under thisAgreement,and whichiscapableof remedy,but which such other fails to remedy within ten (10) Business Days of having been notified of such breach; 7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to anyanalogousacts or proceedingsunder any analogous foreign law; 7.3.4. in the event or proceeding in of a Force Majeure Event, which has application to allServices thenprovidedhereunder, and which subsists for a continuous period exceeding three (3) months; or 7.3.5. where, after expiry of any applicable jurisdictionInitial Service Term(s), no Services have been provided under this Agreement for a continuous period exceeding three (3) months. 9.4 In 7.4. HUGE may terminate the Agreement (or a specific Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months. 7.5. If HUGE has reasonable grounds to consider that there has been a violation of Clause 8.6.2, HUGE may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify HUGE that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees this Clause 7.5 or if HUGEreasonably determinesthattheviolationiscontinuing or islikely to occur again, HUGE may terminate this Agreement (in whatever form including without limitation in the form of allotments/contingentsor relevant Service) shall be non-refundable and We shall be under no obligation immediately upon notice to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementtheCustomer. 9.6 On termination 7.6. Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersClauses 7.2 and 7.3, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of HUGE may terminate the Agreement which by their nature would continue beyond (or the termination, cancellation or expiration of the Agreement .relevant Service) on five

Term and Termination. 9.1 Each Order a. The initial term of this Agreement will be for Services shall take a period of eight (8) years following the Effective Date. Unless notice of termination is given by either party at least 120 days prior to the scheduled termination date, this Agreement will continue in effect beyond the initial term, in successive one-year terms. Notwithstanding any number of renewals, this Agreement is a fixed term agreement and not an agreement of indefinite term. Nothing contained in this Agreement creates any express or implied obligation on either party to renew or extend this Agreement or to create any right to continue this Agreement on the Order date same terms and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsconditions. 9.2 Unless otherwise stated in an Order, each Order for Services b. Either party may be terminated for convenience terminate this Agreement without liability by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is in filed by or against the other and such petition is not dismissed within sixty (60) days after it has been filed or the other commits a material breach of any of its obligations under the Agreement or an Order andhereunder. However, in the case of a any such breach which is capable of remedybeing cured, fails neither party will terminate this Agreement unless and until the other will have failed to remedy make good such breach default within thirty ninety (3090) days after it will have been served with a written notice requiring that such default be made good and stating its intention to terminate the Agreement if compliance with the notice is not met; provided, however, that Subscriber Product deficiencies described in Section 4.a.2 will not give rise to the termination remedy in this Section 17b. The termination of notice this Agreement will not affect or prejudice any provisions of this Agreement, which are expressly or by implication provided to continue in effect after such termination. c. Upon termination of this Agreement as a result of a material, uncured breach by Clearwire: (i) Motorola is relieved of any obligations to make any additional shipments and may cancel all of Clearwire's unshipped orders for Subscriber Products, regardless of previous acceptance by Motorola of those orders, and Motorola has no obligation or liability to Clearwire or any other parry in connection with such cancellations; (ii) all outstanding invoices to Clearwire and other amounts due to Motorola from Clearwire become immediately due and payable, and each invoice not yet submitted to Clearwire for Subscriber Products shipped prior to termination will be due and payable immediately upon submission of the breachinvoice to Clearwire; or b. voluntarily files (iii) Clearwire will immediately discontinue any use of all Motorola names and trademarks in association with the Subscriber Products, as well as any other combination of words, designs, trademarks or trade names that would indicate that Clearwire is or was an authorized distributor of the Subscriber Products; and (iv) within 30 days after termination, Clearwire will deliver to a petition under bankruptcy location Motorola will specify all Motorola property, including all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Clearwire's possession, along with all copies of these items. Motorola's acceptance of any order by Clearwire for Subscriber Products after the termination of this Agreement will not be construed as a renewal or insolvency law; has extension of this Agreement, nor as a receiver or administrative receiver appointed over it or any waiver of its assets; passes a resolution for winding-up) or a court termination of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthis Agreement. 9.4 In d. The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the event We terminate an Order pursuant to Section 9.3 performance by either or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form both parties will so survive the completion of performances and termination of this Agreement, including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination making of any Order shall have no effect on any other Order and all payments due under this Agreement. 9.6 e. On termination of an Order or after January 1, 2009, Motorola may terminate this Agreement upon one year's prior written notice to Clearwire with continued supply of Subscriber Products to Clearwire for any reason: (i) each party shall immediately return a two year period commencing on the termination notice date under the terms of this Agreement. f. Motorola will place the source code for current versions of the Expedience Subscriber Product software owned by Motorola, as well as a copy of the software itself, in escrow, at Clearwire's cost, under terms and conditions that are mutually agreeable to the other all papersParties. The parties agree to promptly enter into good faith, materials, Confidential Information and other properties of commercially reasonable negotiations in an effort to conclude a software escrow agreement within forty-five (45) days after the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Effective Date.

Term and Termination. 9.1 Each Order for Services 16.1 This Agreement and each Statement of Work shall take effect commence on the Order date Commencement Date and shall remain in effect until any full force for the Term unless otherwise agreed end date specified in by the Order Parties or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe term of this Agreement. Thereafter, this Agreement and each Order Statement of Work shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Term or the relevant Subsequent Term, to terminate this Agreement. 9.3 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 16.3 If for any reason a contract between a third party and the Supplier relating to the Supplier’s right to provide the Third Party Services which is the subject of the Agreement is terminated, then the Agreement shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement shall operate only in so far as it relates to such Third Party Services. 16.4 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.5 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its Third Parties as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any Third-Party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. 16.6 Save as provided in Clause 16 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be entitled to terminate a Statement of Work. Termination of a Statement of Work shall not by default, terminate other Statement of Works nor this Agreement. 16.7 Termination of any Statement of Work shall be without prejudice to any other rights or remedies to which We or You may be entitled, either any party may terminate an Order or have under any other Statement of Work. 16.8 Upon termination of this Agreement without liability or a specific Statement of Work for any reason the Supplier will provide to the other Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at any its then current time with immediate effect upon written notice if the other partyand materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: a. is in material breach (a) developing a plan for the orderly transition of the terminated Services from the Supplier to the Customer or the Successor Service Provider; and (b) such other activities upon which the Parties may agree including any non proprietary documents to enable a Successor Service Provider to continue to provide services. 16.9 Upon a termination of its obligations under the Agreement or an Order anda specific Statement of Work (as applicable), in the case Supplier shall only retain the Customer Data for a maximum period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at 3 months from the date of termination You have not yet called off and may delete all Servicessuch copies of its Customer Data after the 3 months period has ended. 9.5 Termination 16.10 The provisions of Clauses 7,8,10,11,12,13,15,16,17,18 and 20 shall survive termination of any Order shall have no effect on any other Order under Statement of Work or this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How and/or CDACF Version 8 Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver administrator appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza)=or disputes or knowingly, directly or indirectly, assists any third party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires or is subject to terminated for any analogous event or proceeding in reason any applicable jurisdiction. 9.4 In the event We and all licences granted hereunder shall terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at effect from the date of termination You have not yet called off and Licensee shall destroy all Services 9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza provided that Licensee shall be entitled to sell any Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall be completed within six (6) months of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.

Term and Termination. 9.1 Each Order for Services This Agreement shall take effect commence on the Order date acceptance of this Agreement by you and remain in effect (subject to clause 6.1) shall continue until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.this clause 9.1: 9.2 Unless otherwise stated in (i) Sedex may, by written or electronic notice to you, terminate the Agreement with immediate effect if for any reason you cease to be an Order, each Order for Services AAC; (ii) Either Party may be terminated for convenience terminate the Agreement by either Party by providing thirty (30) giving at least 30 days’ prior or one calendar month’s written notice (whichever is longer) to the other, for convenience; (iii) Either Party may, by written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledother, either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon written notice if any of the following events occurs: i. the other breaches any term of this Agreement and such breach is incapable of remedy or, if the other party: a. breach is in material breach remediable, it continues for a period of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of after written notice of requiring it to be remedied has been given to the Party in breach; or b. voluntarily files ii. the other Party gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other Party shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other Party (otherwise than for the purpose of and followed by a petition under bankruptcy reconstruction or insolvency law; amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver or administrative receiver appointed over it of all or any part of its assetsassets or takes or suffers any similar action in consequence of debt; passes and (iv) If Sedex ceases to allow an auditor to be a resolution Sedex AAC, due to breach of the Sedex General Terms and Conditions, this Agreement shall automatically terminate at the same time and without any liability for winding-up) Sedex, whether direct or a court indirect and including in relation to loss of competent jurisdiction makes an order profit or damage to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases goodwill or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionreputation. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On Upon termination of an Order or this Agreement for any reason: : (i) each party your right to access the Information Exchange and use the Virtual Assessment service shall immediately return to the other all papers, materials, Confidential Information and other properties cease without further action of the other held by it in connection with the performance of the Services; Parties; (ii) You shall promptly pay Us for Sedex may remove any and all Services provided and Fees and expenses due up Data uploaded to the date Information Exchange, in relation to Virtual Assessments performed by your organisation, save that Sedex shall retain a copy of the Data for archival and quality assurance, purposes for a period of 6 years following termination; and and (iii) neither party you shall have not be entitled to any further right return or obligation with respect to the other except as set out in this Section and in such Sections rebate of any of the Agreement which by their nature would continue beyond the termination, cancellation fees or expiration of charges paid under the Agreement and shall remain liable for all outstanding and overdue fees or charges.

Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof. 2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30th day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder. 9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof. 2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30 day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder. 9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 19.1 This Agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in shall, subject to Clause 19.2 below, continue for the Order or until all Services under such Order have been provided, unless terminated sooner Minimum Agreement Period and thereafter in accordance with these TermsClause 19.3 below. 9.2 Unless otherwise stated 19.2 Where you accept any new Order Form after the Commencement Date in an Orderaccordance with Clause 3.2 above both You and Bluecoat agree that this Agreement (and any prior Order Form accepted by You under this Agreement) shall terminate with immediate effect and shall be replaced by a new Agreement as described in the most recent Order Form. 19.3 At the end of the Minimum Agreement Period and any Extended Period(s) that follow, each Order this Agreement shall automatically renew and, subject to Clauses 3.5 and 12.3 above extend for Services may be terminated for convenience by a (further) Extended Period unless either Party by providing thirty party has served a Notice of Termination of this Agreement on the other side, in which case the Term shall terminate on the later of (30i) days’ prior written notice the end of the Minimum Agreement Period and (ii) the date 12 months after the date on which the Notice of Termination was served. 19.4 In addition to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledprovisions for termination as herein provided, either party may terminate an Order or this Agreement without liability by notice In Writing to the other at terminate this Agreement if any time with immediate effect upon written notice of the following events shall occur: 19.4.1 if the other party: a. party is in material breach of any term, condition or provision of its obligations under the this Agreement or an Order and, in required by the case of a breach which is capable of remedy, applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the party not in breach; 19.4.2 if the other party, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts; or 19.4.3 the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Xxx 0000, or (being a partnership) has any partner to whom any of the foregoing apply; or 19.4.4 the other party (being an individual) is the subject of a bankruptcy petition or order. 19.5 In addition to the provisions for termination as herein provided, Bluecoat may by notice In Writing to You terminate this Agreement if You fail to pay any Fees within a period of thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over from it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionbecoming due. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 7.1 This License shall take come into effect on the Order date Effective Date and, unless sooner terminated as provided hereunder, shall continue in full force and remain in effect until the termination of all licenses granted to Sunburst pursuant to Clause 2.1 above. Sunburst’s obligations to make royalty payments to Hxxxxxxx pursuant to Clause 4.1 shall expire with respect to a country upon the termination of the license in such country pursuant to Clause 2.2. 7.2 If for any agreed end date specified reason Sunburst or its Sub-licensees no longer wish to develop, make, market, sell and/or otherwise dispose of Licensed Products in the Order Territory, or until all Services under in a particular country within the Territory, Sunburst shall so notify Hxxxxxxx in writing and this License shall terminate in the country or Territory, as may be applicable, ninety (90) business days from receipt of such Order have been provided, unless terminated sooner in accordance with these Termsnotice. 9.2 Unless otherwise stated in an Order, each Order for Services 7.3 Either Hxxxxxxx on the one hand or Sunburst on the other hand (the “Terminating Party”) shall have the right to terminate this License forthwith upon giving written notice of termination to Sunburst on the one hand or Hxxxxxxx on the other hand as the case may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other “Defaulting Party. 9.3 Without prejudice to ”), upon the occurrence of any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to of the other following events at any time with immediate effect upon written notice if the other partyduring this License: a. is in 7.3.1 The Defaulting Party commits a material breach of any of its obligations under the Agreement or an Order and, this License which in the case of a breach which is capable of remedy, fails to remedy such breach within thirty has not been remedied ninety (3090) days after the receipt by the Defaulting Party from the Terminating Party of written notice identifying the breach and requiring its remedy; 7.3.2 The Defaulting Party for a period of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any longer than ninety (90) days suspends payment of its assets; passes a resolution for winding-up) debts or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; otherwise ceases or threaten threatens to cease to carry on business; its business or is subject to any analogous event becomes bankrupt or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees insolvent (in whatever form including without limitation being deemed to be unable to pay its debts); 7.3.3 The Defaulting Party applies for a trustee, receiver or other custodian for it or a substantial part of its property; 7.3.4 A trustee, receiver or other custodian is appointed for the Defaulting Party or for a substantial part of its property; 7.3.5 Any bankruptcy, reorganization, debt arrangement, or other case of proceeding, is commenced in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties respect of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Defaulting Party.

Term and Termination. 9.1 Each Order for Services 8.1 The term of this Agreement shall take effect commence as of the Effective Date and shall, subject to the rights of termination outlined in this Clause 8, expire on a Product-by-Product basis and on a country-by-country basis on the Order last to occur of: 8.1.1 [ * ] starting from the date and remain in effect until any agreed end date specified of the first commercial sale of the Product in the Order or until all Services under such Order have been provided, unless terminated sooner country concerned; or 8.1.2 the date of expiration of the last to expire of the patents included in accordance with these Terms.the Elan Patents and the Elan Improvements and/or the RPI Patents and the RPI Improvements ("the Term") 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by 8.2 If either Party by providing thirty (30) commits a Relevant Event, the other Party shall have, in addition to all other legal and equitable rights and remedies hereunder, the right to terminate this Agreement upon 30 days’ ' prior written notice to the other defaulting Party. 9.3 Without prejudice to any other rights 8.3 For the purpose of this Clause 8, a "Relevant Event" is committed or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other partysuffered by a Party if: a. is in 8.3.1 it commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, JDOA and fails to remedy such breach it within thirty (30) 60 days of notice being specifically required in writing to do so by the other Party; provided, that if the breaching Party has proposed a course of action to rectify the breach and is acting in good faith to rectify same but has not cured the breach by the 60th day, such period shall be extended by such period as is reasonably necessary to permit the breach to be rectified; 8.3.2 a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property which is not discharged or challenged within 30 days; 8.3.3 it is unable to pay its debts in the normal course of business; 8.3.4 it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation, without the prior written consent of the breach; orother Party (such consent not to be unreasonably withheld); b. voluntarily files 8.3.5 the appointment of a liquidator, receiver, administrator, examiner, trustee or similar officer of such Party or over all or substantially all of its assets under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland; 8.3.6 an application or petition for bankruptcy, corporate re- organization, composition, administration, examination, arrangement or any other procedure similar to any of the foregoing under bankruptcy the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or insolvency law; has Ireland, is filed, and is not discharged within 60 days, or a receiver Party applies for or administrative receiver appointed over consents to the appointment of a receiver, administrator, examiner or similar officer of it or any of all or a material part of its assets; passes , rights or revenues or the assets and/or the business of a resolution Party are for winding-up) any reason seized, confiscated or condemned. 8.4 Elan shall be entitled to terminate this Agreement in the event of a court Change of competent jurisdiction makes an order to Control of RPI/Newco, upon which termination the RPI License shall terminate, provided that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject the foregoing shall not apply in relation to any analogous event or proceeding in exercise of any applicable jurisdictionoptions by Elan granted by the Definitive Documents. 9.4 In 8.5 Upon expiration or termination of the event We terminate an Order pursuant Agreement: 8.5.1. any sums that were due from Newco to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Elan on Net Sales in the form Territory or in such particular country or countries in the Territory (as the case may be) prior to the expiration or termination of allotments/contingents) this Agreement as set forth herein shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at paid in full within 60 days after the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On expiration or termination of an Order or this Agreement for any reason: the Territory or for such particular country or countries in the Territory (i) each party shall immediately return to as the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .case may be);

Term and Termination. 9.1 Each Order for Services 15.1 Subject to Clauses 15.2 to 15.55, this Licence shall take effect on commence upon the Order date Start Date of the Order, and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis Clause 15, until the expiry of the Subscription Period. 9.2 Unless otherwise stated in an Order15.2 The Institution shall have the right to terminate this Licence during the Subscription Period, each Order for Services may be terminated for convenience by either Party by providing thirty giving not less than 60 (30sixty) days’ prior written notice to the Publisher, such notice to expire on at the end of the relevant Subscription Year. 15.3 Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.3.1 the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of party becomes insolvent, admits insolvency or a general inability to pay its obligations under the Agreement or an Order anddebts as they become due, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has appointed a receiver or administrative receiver appointed over it or over any part of its undertaking or assets; , passes a resolution for winding-up) winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a court of competent jurisdiction makes petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; 15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.4 Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: 15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; becomes subject or 15.4.2 is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: 15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; 15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or 15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.6 For the avoidance of doubt the Institution shall not be deemed to be in breach of this Licence on the grounds that an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any analogous event or proceeding in any express obligations applicable jurisdiction. 9.4 In to the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order Institution under this AgreementLicence. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 15.1. Unless earlier terminated as provided in Section 22 or Sections 15.2 through 15.5, each Jukebox shall be subject to this Agreement for Services shall take effect a three-year period beginning on the Order shipment date of that Jukebox or, as applicable, the date a Jukebox is transferred to, or otherwise acquired or leased by, Operator from a third party and remain consented to by TouchTunes in accordance with Section 1.1 of this Agreement (each, an “Individual Jukebox Term”). Thereafter, the Individual Jukebox Term for such Jukebox shall automatically renew for one-year periods under the fees in effect until any agreed end date specified in the Order or until all Services under as of such Order have been providedrenewal date, unless terminated sooner in accordance with these TermsSection 15.2. 9.2 Unless otherwise stated 15.2. Either party may terminate this Agreement with respect to a Jukebox as of the end of the initial or any automatic renewal Individual Jukebox Term by sending written notice in an Order, each Order for Services may be terminated for convenience by either Party by providing accordance with Section 25 of this Agreement not later than thirty (30) daysdays prior to the end of the then-effective term. This Agreement shall automatically terminate at the time that the last Individual Jukebox Term of all Jukeboxes covered by this Agreement terminates. 15.3. TouchTunes may terminate this Agreement with respect to one or more Jukeboxes or terminate this Agreement in its entirety, in its sole discretion, at any time by sending written notice of termination to Operator: (i) if Operator fails to pay when due any amount payable under this Agreement or any other agreement between TouchTunes or TouchTunes’ prior parent or any of its subsidiaries and Operator within ten (10) business days after such amount is due; or (ii) upon seizure of any Jukebox or related hardware by a third party under legal process. 15.4. Either party may terminate this Agreement (and TouchTunes may, in lieu of termination of this Agreement in its entirety, terminate this Agreement with respect to one or more Jukeboxes in the case of clauses (x) and (y) below) at any time upon written notice to the other Party. 9.3 Without prejudice to party: (x) in the event of any breach by such other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at in any time with immediate effect upon written notice if the other party: a. is in material breach respect of any of its obligations under the Agreement such other party’s representations or an Order and, warranties contained herein or in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy any other agreement between TouchTunes or insolvency law; has a receiver or administrative receiver appointed over it TouchTunes’ parent or any of its assets; passes a resolution for winding-upsubsidiaries and Operator, and the failure to cure the same within ten (10) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any business days after written notice from such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .party;

Term and Termination. 9.1 Each Order for Services shall take effect 13.1 The Agreement shall, unless otherwise terminated as provided in this condition 13.1, commence on the Order date Effective Date and remain shall continue until: (a) either party notifies the other party by giving 60 days’ notice of termination, in effect until any agreed end date specified writing, in which case the Order or until all Services under such Order have been provided, unless Agreement shall terminate upon the expiry of the notice period; or (b) otherwise terminated sooner in accordance with the provisions of these Termsterms and conditions; and the period from and including the Effective Date until termination shall constitute the Term. 9.2 Unless otherwise stated in an Order13.2 Without affecting any other right or remedy available to it, each Order for Services either party to the Agreement may be terminated for convenience terminate it with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of twenty days after being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its obligations under assets or ceasing to carry on business or, if the Agreement step or an Order andaction is taken in another jurisdiction, in connection with any analogous procedure in the case of a breach which is capable of remedyrelevant jurisdiction; (c) the other party suspends, fails or threatens to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy suspend, or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on all or a substantial part of its business; or is subject or (d) the other party's financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe terminating party's opinion the other party's capability to adequately fulfil its obligations under these terms and conditions has been placed in jeopardy. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on 13.3 Without affecting any other Order right or remedy available to it, Xxxxxxxx may terminate these terms and conditions with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreementthe Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 9.6 13.4 On termination of an Order or this the Agreement for any reason: : (ia) all rights granted under the Agreement shall immediately terminate; (b) each party shall immediately return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information party; (c) the Customer shall return to Tunstall and other properties make no further use of the other held by it in connection with Software and the performance Documentation; and (d) any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each 11.1 This Agreement will commence when You sign the Call Off Order for Form or, if earlier, when You Use any of the Services (the “Effective Date“), and shall take effect on the Order date and remain in effect force until any agreed end date specified in the Order terminated by You or until all Services under such Order have been provided, unless terminated sooner Us in accordance with these Termsthis clause 11. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The minimum contract term is 12 months. Termination before this time is not possible. There are no termination fees. 11.3 Either Party may be terminated terminate this Agreement for convenience by either providing the other Party by providing thirty (30) with not less than 30 days’ prior written advance notice to the other Partyin writing. 9.3 (a) Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if: (b) forthwith if the other party: a. is in commits any material breach of any term of this Agreement and which has not been remedied within 30 days of a request; (c) forthwith if the other shall convene a meeting of its obligations under the Agreement creditors or an Order and, in the case of if a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files proposal shall be made for a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) voluntary winding up or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into proposal for any voluntary other composition scheme or arrangement with its creditors; ceases creditors or threaten if the other shall be unable to cease to carry on business; pay its debts as they fall due or if a trustee, administrator, receiver, examiner or similar officer is subject to appointed in respect of all or any analogous event part of the business or proceeding in any applicable jurisdictionassets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an examination order (otherwise than for the purpose of an amalgamation or reconstruction). 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 11.4 Any termination of allotments/contingents) this Agreement shall be non-refundable without prejudice and We shall be under no obligation not affect any accrued rights or liabilities of either party. 11.5 Upon termination of this Agreement the Company shall terminate access to refund to You any such prepaid Service Fees even where the Software Program. Within 30 days of the termination of this Agreement the Customer shall either return or destroy all copies of the Software Program Materials and associated Intellectual Property as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order defined under this Agreementagreement. An authorised officer of the Customer shall certify in writing to the Company that the Customer has complied with its obligation as aforesaid. 9.6 11.6 On termination of an Order or this Agreement for any reason: : (ia) each party all rights granted to You under this Agreement shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .terminate;

Term and Termination. 9.1 Each Order 10.1 This Agreement shall commence on the Commencement Date and shall, subject to the remainder of this clause 10, continue in force for Services shall the Term set out in the Front Sheet, or until terminated either party serving on the other no less than ninety (90) days' prior written notice, such termination to take effect on the Order date and remain in effect until any agreed end date specified in expiry of such notice period. 10.2 Where the Order or until all Services under such Order have been providedApproved Activity Provider serves notice of termination to ASL, unless terminated sooner in accordance with these Terms10.1 ,notice must be written and served by the DofE Licence Holder, or person(s) of equivalent status within the Approved Activity Provider where the DofE Licence Holder is unavailable. 9.2 Unless otherwise stated in an Order, each Order for Services may 10.3 Each party shall be terminated for convenience entitled to terminate this Agreement by either Party by providing thirty (30) days’ prior written notice to forthwith if: (a) the other Party.enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (b) the other at any time with immediate effect upon written notice if ceases or threatens to cease to carry on its business or is otherwise unable to meet its debts as they fall due; or (c) the other party: a. is in party commits a material or persistent breach of any of its obligations under the Agreement or an Order andthis Agreement, and (in the case of a breach which is capable of remedy, fails to remedy ) such breach is not remedied within thirty (30) days of notice of the breach; orsame. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it 10.4 ASL shall be entitled to terminate this Agreement by written notice forthwith if there shall be any change in Control of the Approved Activity Provider or any holding company of its assets; passes a resolution for winding-upthe Approved Activity Provider, where "Control" means the ability to direct and/or control the affairs, and/or secure the conduct of the affairs, of the Approved Activity Provider or any holding company (as the case may be) whether by virtue of contract, ownership of shares or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionotherwise. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 10.5 The termination of allotments/contingents) this Agreement, however arising, shall be nonwithout prejudice to: (a) the rights and obligations of either party accrued prior to termination; and (b) the operation of provisions hereof which expressly or impliedly have effect after termination including those relating to Confidentiality (14.3). 10.6 The Approved Activity Provider shall co-refundable operate fully with ASL or the Licensed Organisation before, during and We shall be under no obligation after termination of this Agreement to refund facilitate so far as reasonably possible the continued provision of the Services, either by the Charity or through an alternative activity provider selected by ASL, the Charity or the Licensed Organisation. Without prejudice to You any such prepaid Service Fees even where as this obligation, the Approved Activity Provider shall, in addition, if requested by ASL or the Charity, continue to provide the Services to Participants who are at the date of termination You have receiving the Training and/or such further post-termination period as ASL, the Charity or the Licensed Organisation may request (such period not yet called off to exceed six (6) months) on the terms of this Agreement, including the terms of payment relating to the Activity Fee, the Participant Fee and the Licence Fee. 10.7 Subject to the requirements of clause 5.3.4, all Servicesmaterials bearing the Trade Marks or containing a reference to the name of ASL, the Charity or the DofE Programmes must be either delivered up to ASL and/or the Charity or destroyed (at the election of ASL and/or the Charity in its sole discretion), including in the case of electronic copies permanently deleted, either (i) in situations where this Agreement is terminated in accordance with clause 10.1, within the ninety (90) day notice period for termination referred to therein or (ii) in situations where this Agreement is cancelled or terminated pursuant to clause 10.4, immediately upon termination. After termination of this Agreement in no event shall the Approved Activity Provider make or claim an association, commercial or non-commercial, to the DofE Programmes, ASL or the Charity, including (without limitation) creating an association through misleading statements or conduct. 9.5 Termination 10.8 On the termination of any Order this Agreement the Approved Activity Provider shall have no effect on any other Order return to ASL or the Charity all data provided to it by ASL or the Charity and all records kept by the Approved Activity Provider as part of its performance of the Services under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect on the Order date Effective Date and remain continue in effect until any agreed end date specified force for the Initial Service Term described in the Order or until all Services under such Order have been providedService Detail, unless terminated sooner in accordance with these Termswhich will be calculated from the Billing Commencement Date. 9.2 Unless otherwise stated 7.2 For the avoidance of doubt, any termination by the Customer of its obligation under this Agreement during the Initial Service Term shall, in addition to constituting a material breach of this Agreement, shall entitle MFN to levy an Orderearly termination fee (“Termination Fee”) equal to: 7.2.1 in the event that the Service is terminated prior to the Service Commencement Date, each Order the Customer shall be liable for Services all Call Charges, Usage Charges and NRC; plus three times the Monthly Fee for 3 (three) months; or 7.2.2 in the event that a Service is terminated subsequent to the Service Commencement Date, 100% of the MRC for the remainder of the Initial Service Term. 7.3 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement: 7.3.1 subject to the provisions of the Service Detail, on at least 30 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term; 7.3.2 immediately by notice if if, in relation to the Service, the other party: a. is in Party has committed a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is incapable of remedy; 7.3.3 immediately by notice if, in relation to the Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.3.4 immediately by notice if, in relation to the Service, a petition under bankruptcy or insolvency law; Force Majeure Event subsists for a continuous period exceeding three (3) months; 7.3.5 if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to any analogous event acts or proceeding in proceedings under any applicable jurisdictionforeign law, or commences business rescue proceedings. 9.4 In 7.4 If Customer violates clause 8.6.2, MFN may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify MFN that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .clause

Term and Termination. 9.1 Each Order for Services shall take effect on 10.1 This AGREEMENT has been entered into and will come into force only as of the Order date EFFECTIVE DATE and will remain in effect force until any agreed end date specified in expiration of the Order or until all Services under such Order have been providedlast patent of the PATENT RIGHTS, unless it will be prematurely terminated sooner in accordance with these Terms.the article 10.2 or the article 10.3 below. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 16 of 42 KREATECH: _________ LICENSEE: _________ 9.2 Unless otherwise stated 10.2 In the event either of the Parties shall fail or refuse to perform any of its material obligations hereunder, the other party may, without waiving any other contractual or statutory rights, provide the defaulting party with written notice specifying the particulars of such failure or refusal and demanding that such default be remedied within a ninety (90) day period, which period must be specified in an Ordersaid notice. If the default will not fully and correctly be remedied within the period set forth in the notice of default, each Order for Services the non-defaulting party may be terminated for convenience by either Party by providing thirty (30) days’ prior immediately terminate this AGREEMENT out-of-court upon further written notice to the defaulting party, notwithstanding its other Partyrights, such as its rights to claim for full and/or additional compensation of damages. 9.3 Without prejudice 10.3 This AGREEMENT may be immediately terminated by KREATECH by giving written notice to LICENSEE, if (i) LICENSEE admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or under any other rights or remedies to which We or You may be entitledinsolvency act, either party may terminate makes an Order or this Agreement without liability to assignment for the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any benefit of its obligations under creditors, or upon a petition in bankruptcy or for the Agreement or an Order and, in the case appointment of a breach which is capable of remedyreceiver being filed against it, fails to remedy such breach have the petition or appointment dismissed or vacated within thirty sixty (3060) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order thereof, or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You LICENSEE assigns its rights under this AGREEMENT in violation of article 15.1 hereof, or (iii) LICENSEE is determined by a final judgment of a judicial proceeding from which no appeal can be or is taken to have acted outside the scope of the license(s) granted under this AGREEMENT and thus violates one or more of the PATENT RIGHTS. (a) Upon termination of this AGREEMENT, for whatever reason, LICENSEE will immediately cease to use any and all (intellectual) property owned or controlled by KREATECH and will return all materials owned by KREATECH. No termination of this AGREEMENT shall promptly relieve the Parties of their confidentiality and secrecy obligations pursuant to this AGREEMENT and all other obligations that from their nature are destined to survive termination of this AGREEMENT. (b) Upon termination of this AGREEMENT, with the exception of termination for the reason as set forth in article 10.3 under (ii) above, LICENSEE is entitled to sell off its stock of LICENSED PRODUCTS, provided that LICENSEE will pay Us for all Services provided and Fees and expenses to KREATECH any payments due KREATECH up to the date of termination; . 10.5 This Agreement may be terminated by LICENSEE for any reason or for no reason by giving one hundred and twenty (iii120) neither party days written notice to KREATECH. In this event LICENSEE shall have comply with all its financial obligations to KREATECH within a period of twelve (12) months after termination of this Agreement, and LICENSEE is not entitled to receive refund of any further right or obligation with respect payments made under the Agreement. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 17 of 42 KREATECH: _________ LICENSEE: _________ 10.6 Subject to the provisions of this the section 10.6, the portion of this Agreement, solely as it relates to PATENT RIGHTS/THIRD PARTY, may be terminated by KREATECH at any and all times without any obligation to pay for damages or any other except form of compensation, by giving written notice to LICENSEE, solely in the event of termination of the [**************], for whatever reason. KREATECH shall use its best efforts to maintain the [**************] in full force and effect during the term of this Agreement. KREATECH shall indemnify and hold harmless LICENSEE from and against any judicially enforceable claims, damages and any economic loss resulting from any third party legal action against LICENSEE from any failure by KREATECH to maintain the [************] and the licenses granted thereunder in full force and effect during the term of this Agreement. In the event that the [***************] is terminated, KREATECH shall immediately inform LICENSEE of that fact and will use its best efforts to find an equivalently performing [***] to that which is the subject matter of the [**********], to be supplied to LICENSEE with materially equivalent rights as set out forth in this Section and Agreement, at no cost to LICENSEE. Additionally KREATECH shall maintain in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement its inventory sufficient [*********] to supply LICENSEES needs for 18 months based on LICENSEE’s forecast .

Term and Termination. 9.1 Each Order 14.1 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (a) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; (b) MICHIGAN’s rights to inspect books and records as described in Article 5, and LICENSEE’ obligations to keep such records for Services shall take effect the required time; (c) Obligations to hold harmless, defend and indemnify MICHIGAN under Article 13; (d) Any cause of action or claim of LICENSEE or MICHIGAN accrued or to accrue because of any breach or default by the other Party hereunder; (e) The general rights, obligations, and understandings of Articles 2, 12, 17, 18, 19, 27 and 28; and (f) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both Parties. 14.2 This Agreement will become effective on the Order date and its Effective Date and, unless terminated under another, specific provision of this Agreement, will remain in effect until any agreed end and terminate upon the latter of (a) the last to expire of Licensed Patents, (b) the tenth anniversary date specified in of the Order Effective Date or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms(c) the fifth anniversary date of the date of the First Commercial Sale. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other 14.3 If LICENSEE shall at any time with immediate effect upon written notice default in the payment of any royalty or the making of any report hereunder, or shall make any false report, or if the other party: a. is in either Party shall commit any material breach of any of its obligations under the Agreement covenant or an Order andpromise herein contained, in the case of a breach which is capable of remedy, fails and shall fail to remedy any such default, breach or report within thirty sixty (3060) days after written notice thereof by the other Party specifying such default (15 days with respect to non-payment of moneys by LICENSEE), then that other Party may, at its option, terminate this Agreement and the license rights granted herein by notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order in writing to that such effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) . Any such termination shall be non-refundable and We shall be under no obligation without prejudice to refund to You any such prepaid Service Fees even where as at the date either Party’s other legal rights for breach of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or 14.4 LICENSEE may terminate this Agreement for at any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held time by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date giving MICHIGAN a notice of termination; and , effective ninety (iii90) neither party days thereafter. Such notice shall be deemed by the Parties to be final and, immediately upon receipt of such notice of termination, MICHIGAN shall have the right to enter into agreements with others for the manufacture, sale, and/or use of any further right or obligation with respect Products in the Field of Use. 14.5 This Agreement and all license rights granted herein will immediately terminate on February 28, 1999, unless prior to that time LICENSEE has completed the other except as set out in this Section Required $1,000,000 Funding Closing and in such Sections has notified MICHIGAN of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement that closing under Paragraph 7.6.

Term and Termination. 9.1 Each Order for Services 10.1 This agreement shall take effect commence on the Order date of final signature of the Quote or upon supply of Products to End User, which ever is earlier, and remain unless otherwise terminated as provided in effect until any agreed end date specified this agreement shall continue for the Term (as defined in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsQuote) after which it shall automatically terminate. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 10.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either a party may terminate an Order or this Agreement the agreement without liability to the other at any time with immediate effect upon written notice if party if: (a) the party gives the other party:party 60 days’ prior notice in writing; or a. is in (b) the other party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice being notified in writing of the breach; or b. voluntarily files a petition under bankruptcy (c) an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding- up order; or (d) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or manager; or (e) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or (f) the other party makes any arrangement or composition with its creditors, or makes an order application to that effecta court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or (g) the other party suspends, ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or (i) the other party takes steps to register the agreement at any government or other registry in the Territory without the party’s express written consent first had and obtained; or (j) the Reseller (or any of Reseller’s group) is or becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; sanctions or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect designated on any list of prohibited and restricted parties (including those maintained by the UN, US, UK, EU, EU member states or other Order applicable government authorities), 10.3 The parties’ right to termination under this Agreementagreement may be exercised without the need for a court order or further notice. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 11.1. The Contract shall take effect commence on the earlier of the date of the first agreed Order Form between the parties and the date and remain in effect until any agreed end date of signature of this MSA by the parties. 11.2. Where a Services Term is specified in an Order Form, that Order Form shall renew for successive periods, each equal in length to the Order or until all Services under Term (and each being a ‘Services Term’) unless either party gives to the other at least 90 days’ written notice of termination, such Order have been provided, unless terminated sooner in accordance with these Termsnotice to expire at the end of a Services Term. 9.2 Unless otherwise stated in an Order11.3. Without affecting any other right or remedy available to it, each either party may terminate the Contract or any Order for Services may be terminated for convenience Form with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.3.1. the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a Contract and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so; 11.3.2. the other party enters administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the breach; or b. voluntarily files court, unless for the purpose of a petition under bankruptcy or insolvency law; solvent restructuring), has a receiver or administrative receiver appointed over it or to any of its assets; passes a resolution for winding-up) assets or a court ceases to carry on business or, if the step or action is taken in another jurisdiction, undertakes any of competent jurisdiction makes an order the abovementioned activities in connection with any analogous procedure in the relevant jurisdiction; 11.3.3. the other party suspends, or threatens to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; suspend, or ceases or threaten threatens to cease to carry on all or a substantial part of its business; or is subject or 11.3.4. the other party's financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe reasonable opinion of the terminating party the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 9.4 In 11.4. Without affecting any other right or remedy available to it, Conosco may terminate the event We terminate an Order pursuant to Section 9.3 Contract or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on Form by giving ninety days’ written notice to the Customer if Control of the Customer changes. 11.5. Without affecting any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect remedy available to it, where it has a right to terminate under clause 11.3, Conosco may suspend the other except as set out in this Section and in such Sections supply of Services and/or all further deliveries under the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Contract.

Term and Termination. 9.1 Each Order for Services (a) The term of this Agreement shall take effect commence on the Order date Effective Date and remain shall continue in full force and effect unless and until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30b) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either Either party may terminate an Order or this Agreement without liability to or a S of Work: (i) If the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case such Statement of a breach which is capable of remedy, Work and fails to remedy cure such breach within thirty (30) days of receiving written notice of the breachbreach and intention to terminate; or b. voluntarily files (ii) Immediately upon written notice, if any of the following circumstances occurs: (i) if the other party becomes insolvent or unable to pay its debts in the ordinary course of its business; (ii) if a voluntary petition under applicable bankruptcy or other insolvency lawlaw is filed by the other party; has (iii) if a receiver is appointed for the business affairs of the other party or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its assignment for the benefit of creditors; ceases (iv) if any bankruptcy, reorganisation, debt arrangement or threaten to cease to carry on businessother proceeding under any bankruptcy or other insolvency law is instituted against the other party which is not dismissed within sixty (60) days thereafter; or is subject to any analogous event (v) if the other party liquidates or proceeding in any applicable jurisdictionceases doing business as a going concern. 9.4 (c) Mavenir shall have the right at any time and for any reason to terminate this Agreement upon written notice to Company. In the event We terminate of such termination Company shall have a right to any unpaid fees relating to Services actually performed through the date of termination, subject to the submission of an Order pursuant to Section 9.3 or You terminate an Order for convenience invoice in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement5 above. 9.6 On (d) Except as expressly set forth herein, termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall not serve to terminate or cancel any of the respective rights and obligations of the parties which arose hereunder during the term of this Agreement and which by these terms must remain valid and enforceable to give effect to their meaning, including, without limitation, any warranty, indemnification, liability and confidentiality provisions hereof.

Term and Termination. 9.1 Each Order 2.1 The term of this Agreement shall be for Services one (1) year (the “Term”), and shall take effect on be automatically renewable for successive one (1) year periods (the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided“Renewal Term”), unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party party by providing thirty (30) days’ prior written notice to the other Partyparty at least thirty (30) days prior to the expiration of the then current term. 9.3 Without 2.2 ICE Data shall have the ability to terminate this Agreement at any time by providing sixty (60) days written notice to Licensee of such termination. 2.3 Either party may elect, without prejudice to any other rights or remedies remedies, to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect immediately upon written notice notice, if the other party:party has materially breached this Agreement or any term herein, and fails to cure such breach within five (5) business days of receipt of such notice. a. is 2.4 ICE Data may, without prejudice to any other rights or remedies, terminate this Agreement and the Licenses granted herein, if a petition in material breach bankruptcy has been filed by the Licensee (upon 60 days written notice to Licensee with an opportunity to cure within the stated period if a petition has been filed against the Licensee), or the Licensee has made an assignment for the benefit of creditors, or a receiver has been appointed for the Licensee or any substantial portion of Licensee’s property, or the Licensee’s or its officers or directors takes action approving or makes an application for any of its obligations under the Agreement above. 2.5 ICE Data may elect, without prejudice to any other rights or an Order andremedies, to terminate this Agreement, immediately upon written notice, in the case event that Licensee undertakes a transaction that would result in a Change of Control with respect to Licensee. Licensee shall provide notice to ICE Data in writing of its execution of any agreement confirming its intention to undertake a breach which is capable transaction that would result in a Change of remedy, fails Control with respect to remedy such breach Licensee. At any time within thirty (30) days from receipt of such a notice from Licensee, or ICE Data otherwise learns of the breach; or b. voluntarily files such intentions or a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any Change of Control, ICE Data may terminate this Agreement by giving Licensee notice in writing of its assets; passes a resolution for winding-upelection to terminate. The termination of this Agreement shall be effective no sooner than thirty (30) or a court days after the service of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionsuch notice but no later than three (3) months after the service of such notice. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 2.6 Upon termination of an Order or this Agreement for any reason: (i) each party , the licenses granted to Licensee herein shall immediately return to cease. Upon termination of this Agreement, Licensee shall immediately cease using the other all papers, materials, Confidential Information Data and other properties of the other held by it ICE Marks in connection with the performance any Index Products and remove any reference of the Services; Data or ICE Marks, including but not limited to from all published or electronic materials and its websites. In the event an existing Index Product requires an orderly wind down and termination of this Agreement is not due to Licensee’s material breach, then ICE Data shall permit a six (ii6) You shall promptly pay Us for all Services provided month extension past the expiration or termination date of the licenses granted under this Agreement, solely to permit the orderly wind down and Fees and expenses due up subject to the date terms and conditions of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services Section 4.1 This Agreement shall take effect commence on the Order date Effective Date and remain terminate upon the earliest to occur of the following (the “Termination Date”): (a) the third anniversary of the Effective Date; (b) the completion by Cargill of AD Projects resulting in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsProject Commitments signed by Project Candidates covering 50,000 Cow Equivalents. 9.2 Unless (c) termination by a Party, if (i) any court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise stated prohibiting the transactions contemplated in this Agreement, and (ii) such order, decree, ruling or other action shall have become final and non-appealable (each Party hereby agreeing to use its reasonable endeavours have any such order, decree, ruling or other action lifted or rescinded); (d) termination by a Party if the other Party is in default or breach in any material respect of any representation, warranty, covenant or agreement contained herein, and such default or breach is not cured within 30 days after the date notice of such default or breach is delivered by the Party claiming such default or breach to the Party or Parties in default or breach; (e) termination by a Party immediately if the other party becomes insolvent or unable to pay its debts generally when due, has a trustee or receiver appointed for any or all of its assets, makes an Orderassignment for the benefit of creditors, each Order or has a bankruptcy petition filed by or against it, and such petition is not dismissed within 90 days. (f) termination by a Party if the other Party ceases, or threatens to cease, to carry on business; and (g) termination by a Party for Services may be terminated for convenience by either Party by providing any reason upon thirty (30) days’ prior days written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 Section 4.2 In the event We terminate an Order of the termination of this Agreement pursuant to Section 9.3 or You terminate an Order 4.1, this Agreement shall forthwith become void (except for convenience Section 4.3 and Articles VIII, IX and X which shall continue in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) effect), and there shall be non-refundable and We shall be under no liability or obligation to refund to You any such prepaid Service Fees even where as at on the date of termination You have not yet called off all Services 9.5 Termination part of any Order shall have no effect on any other Order under Party with respect to this Agreement. 9.6 On , except that (a) such termination of an Order or this Agreement for any reason: shall not (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties relieve any Party of the other held any liabilities resulting from any breach hereof by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up such Party on or prior to the date of such termination; , or (ii) affect any rights arising hereunder on or prior to the date of such termination or as a result of any breach or termination, and (iiii) neither party Cargill shall have any further right remain entitled to all consideration under Article II for all AD Projects subject to a Project Commitment entered into on or obligation with respect before the Termination Date. Upon termination of this Agreement pursuant to Section 4.1(a) or (b), the parties may wish to enter into successor Agreements subject to terms and conditions mutually agreeable to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Parties.

Term and Termination. 9.1 Each Order for Services shall take effect 2.1 This Agreement shallenter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] . 9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other, terminate the Agreement in the following circumstances: a) forthwith upon notice in writing , if the other Party shall be unable to pay its debts within the meaning of section 570 of the Companies Act, 2014 or have an examiner or receiver appointed over the whole or any part of its assets or go into liquidation (whether compulsory or voluntary) otherwise than for the purposes of amalgamation or reconstruction or shall make any agreement with its creditors or have any form ofexecution or distress levied uponits assets or cease to carryon business; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Authorisation. 9.3 Without prejudice 2.3 If either Party delays inacting upona breachof this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 2.4 Notwithstanding any other rights provision of the Agreement, if a Party fails to pay a net balance due in accordance with the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or remedies suspendthe Service and the non-breaching Party shall be released from its obligationunder this Agreement until any balance due is paid without affecting the non-breaching Party’s right to which We or You may be entitledcontinue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, either party may retain all revenue, and continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate an Order or this Agreement without liability or right to compensation for the defaultin g Party. 2.5 Upon the termination of this Agreement each Partyshall refund to the other at any time with immediate effect upon written notice if a fair and equitable proportion of those sums paid to the other party: a. is Party under this Agreement which are periodic in material breach of any of its obligations under the Agreement or an Order and, in the case of nature and have been paid for a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover -payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, continue for ten (10) years unless earlier terminated sooner in accordance with these Termsthis Agreement (the “Term”). 9.2 Unless otherwise stated in an Order, each Order for Services 8.2 This Agreement may be terminated for convenience without cause by either Party by providing thirty (30) daysLICENSOR or the LICENSEE on not less than twelve months’ prior written notice to the other Partyother, or such shorter period as they may agree. 9.3 8.3 Without prejudice affecting any other right or remedy available to it, the LICENSOR may terminate this Agreement with immediate effect by giving written notice to the LICENSEE if: (a) the LICENSEE fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; or (b) the LICENSEE commits a breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so; or (c) the LICENSEE repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or (d) the LICENSEE suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; or (e) the LICENSEE commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the LICENSEE with one or more other companies or the solvent reconstruction of the LICENSEE; or (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the LICENSEE (being a company, limited liability partnership or partnership); or (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the LICENSEE; or (h) the holder of a qualifying floating charge over the assets of the LICENSEE (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or (i) a person becomes entitled to appoint a receiver over all or any of the assets of the LICENSEE or a receiver is appointed over all or any of the assets of the LICENSEE; or (j) a creditor or encumbrancer of the LICENSEE attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the LICENSEE’s assets and such attachment or process is not discharged within fourteen days; or (k) any event occurs, or proceeding is taken, with respect to the LICENSEE in any jurisdiction to which it is subject that has an effect equivalent or similar to any other rights of the events mentioned in any of Sections 8.3(d) to 8.3(j) (inclusive); or (l) the LICENSEE’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or (m) the LICENSEE suspends or remedies ceases, or threatens to which We suspend or You may cease, carrying on all or a substantial part of its business; or (n) there is a Change of Control of the LICENSEE; or (o) any representation or warranty given by the LICENSEE is found to be entitleduntrue or misleading. 8.4 If, either party pursuant to Section 2.4, LICENSOR determines that the Licensed Technology has not been Commercialized in one or more countries within the Territory to its reasonable satisfaction, it shall give notice of that determination to the LICENSEE and thereafter may terminate an Order the License in respect of such country or this Agreement without liability countries, and/or grant a license to a third party to Commercialise the Licensed Technology on such terms as LICENSOR may determine. Upon notice of such determination being given to the other LICENSEE, the License as it pertains to such country or countries covered by the determination shall end, and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) in connection with such country or countries. 8.5 If the Parties do not, within six (6) months of the date of approval by the U.S. Food and Drug Administration of the Licensed Product, enter into a written agreement for the manufacture and supply of Licensed Product to the LICENSEE relating to Regulatory Approvals and Commercialization on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has been formed by that time). 8.6 If ASEP and Seaspring do not, within six (6) months of the breach; or b. voluntarily files Effective Date, enter into a petition under bankruptcy or insolvency law; written shareholders agreement with respect to the ownership, control and funding of LICENSEE on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to been formed by that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiontime). 9.4 In the event We terminate an Order pursuant to Section 9.3 8.7 Upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: , the following terms shall apply: (ia) each party the License shall end and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately return to cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) and any other all papers, materials, related Confidential Information of LICENSOR; and (b) Articles 1, 5, 9, 10 and other properties of the other held by it in connection with the performance of the Services; (ii) You 11, and Sections 2.7(b), 3.6, 3.7, 4.1, 4.3, 7.3(b), 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, and 8.5, shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement survive.

Term and Termination. 9.1 Each Order for Services 8.1 This agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless otherwise terminated sooner as provided in accordance with these Terms. 9.2 Unless otherwise stated this clause 8, until expiry of the Initial Term. Thereafter this agreement shall automatically renew, until either party terminates by 3 months notice in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice writing to the other Partyor the Lease has terminated. The parties may vary or extend this agreement in writing. 9.3 8.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement without liability to the other at any time with immediate effect upon written notice if if: (a) the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or; b. voluntarily files a petition under bankruptcy (b) an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; (c) the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on business; or is subject to any analogous event or proceeding a court of competent jurisdiction for the protection of its creditors in any applicable jurisdictionway, or becomes bankrupt; (d) the Service Provider is no longer able to undertake the Service due to change in the regulation regarding the Service Provider’s ability to continue this agreement; (e) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentsf) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementThe Lease is terminated. 9.6 8.3 On termination of an Order or this Agreement agreement for any reason: : (ia) the Service Provider shall immediately cease provision of the Services; (b) each party shall immediately return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except parties as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 9.1 Each Order for Services 11.1 The Agreement shall take effect on become legally binding when both Parties have signed it. The agreement is hereafter prolonged one year at the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, time unless terminated sooner in accordance with these Termswriting at latest 60 days before the agreement expires. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either 11.2 Either Party by providing thirty (30) days’ prior written notice has the right to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon by giving the other Party a written notice if of the termination, if: (i) the other party:Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified to make such payment; or a. is in (ii) the other Party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 14 days of notice of after being notified in writing to do so. Licensee’s failure to forward a report complying with the specifications in Section 5 may be considered such a material breach; or b. voluntarily files (iii) the other Party repeatedly breaches any of the terms of this Agreement in such a petition under manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or (iv) the other Party becomes insolvent or make or seek to make an arrangement with or assignment for the benefit of creditors, or is a party in proceedings in voluntary or involuntary bankruptcy or insolvency law; has liquidation. Licensor shall have the right to terminate this Agreement without liability with immediate effect by giving a receiver written notice of the termination, if Licensee suspends or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease suspend or cease, to carry on business; all or is subject to any analogous event or proceeding in any applicable jurisdictiona substantial part of the Service. 9.4 In 11.3 For the event We terminate an Order pursuant to Section 9.3 sake of clarity it is stated that upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party reason all licences granted under this Agreement shall immediately return to the other automatically terminate with immediate effect. Sections 5, 6 and 7 shall survive termination or expiry of this Agreement and remain in force until Licensee completes all papers, materials, Confidential Information of its reporting and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in payment obligations based on this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services 6.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue to be in effect until the expiration of the Term of any agreed end applicable Order Form (or until all Services have been provided, if later) unless otherwise terminated as provided in this section. 6.2 Each Subscription purchased under an Order Form shall commence on the date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term (also referred to as “Initial Term”) set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in the applicable Order Form, the Subscription shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term” and collectively the “Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with these Termsthe provisions of this section. At the end of the Term, Customer’s access and use of the Services shall automatically terminate. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 6.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate an Order or this Agreement or an applicable Order Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 6.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 6.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 6.4 On termination or expiration of this Agreement or an applicable Order Form for any reason, (i) Customer’s rights of use granted under this Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: (iForm only) each party shall immediately return to terminate and Customer shall immediately cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; (ii) You Customer shall promptly pay Us for all Services provided and Fees and expenses fees due up or to become due through the effective date of termination in respect of the Services that are subject to termination; and (iii) neither party Provider shall have refund on a pro-rata basis any further right or obligation with respect fees paid by Customer in advance for the Services that are subject to termination for any period following the other except as set out in this Section and in such Sections effective date of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each 11.1 Unless otherwise agreed in a Sales Order for Services Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods equal to the Initial Subscription Term (each a “Renewal Period”) unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior party gives written notice to the other Partyto terminate the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as the case may be), in which case the Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 9.3 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which We or You the parties may be entitledhave, either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon immediately on giving written notice if to the other partyif: a. (a) (i) the other party is in material breach of any of its obligations under the Agreement where the breach is incapable of remedy; or an Order and, (ii) the other party is in material breach of the case of a Agreement where the breach which is capable of remedy, remedy and fails to remedy such that breach within thirty fourteen (3014) days of after receiving written notice of the such breach; or b. voluntarily files a petition under bankruptcy (b) the other party enters into an arrangement or insolvency law; has a receiver composition with or for the benefit of its creditors, goes into administration, receivership or administrative receiver appointed over it receivership, is declared bankrupt or any of its assets; passes a resolution for winding-up) insolvent or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; is dissolved or otherwise ceases or threaten to cease to carry on business; or is subject to or (c) any analogous event or proceeding happens to the other party in any applicable jurisdictionjurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 11.4 On termination of an Order or this the Agreement for any reason: : (ia) all licences granted by Qubit under the Agreement shall immediately terminate; (b) each party shall immediately (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced. 11.5 For the avoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to writing, terminate the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreements.

Term and Termination. 9.1 Each Order for Services 11.1 Subject to earlier termination in accordance with this Section, this Agreement shall take effect commence on the Order effective date of this Agreement and remain in effect force for a period of one hundred (100) years. LICENSEE may terminate it at any time by giving thirty (30) days notice. In the event of termination by LICENSEE, all payments due until any agreed end the date specified in of termination will remain due, but the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsLicenses will be immediately and irrevocably terminated. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The Agreement may be terminated immediately by written notice to LICENSEE by LICENSOR at its election in the event of the occurrence of any one of the following circumstances: A. In the event LICENSEE is placed in the hands of a receiver or makes a general assignment for convenience the benefit of creditors; or B. In the event that all or substantially all of the assets of LICENSEE or its successor-in-interest are seized or attached in conjunction with any action brought against it by either Party a third party creditor and such attachment is not contested by providing LICENSEE within thirty (30) days’ prior . 11.3 This Agreement may be terminated effective upon thirty (30) calendar days written notice from LICENSOR and the failure of LICENSEE to cure any breach or default prior to the other Party.expiration of the thirty-day notice period in any of the following circumstances: 9.3 Without prejudice A. In the event LICENSEE becomes insolvent, or shall cease to carry on its business in the normal course, or withdraws its products or services from the market for 90 days or more without explanation or commitment acceptable to LICENSOR to reenter the market; or B. In the event there is a transfer or sale of LICENSEE's business purporting to transfer or assign this Agreement and/or the LICENSED TECHNOLOGY to any other rights party that does not have at least the same or remedies to which We or You may be entitled, either party may terminate an Order or greater financial resources as the LICENSEE; or C. Disclosure of confidential information in violation of the confidentiality provisions in Section 8 of this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:agreement; or a. is in material breach of any of its obligations under the Agreement or an Order and, in 11.4 In the case of a breach which is capable or default arising from LICENSEE's failure to pay LICENSOR royalties or other costs or expenses pursuant to the Agreement when due and payable, failure to complete the performance requirements of remedySection 5 of this Agreement, fails or from any other material breach or default of this Agreement other than those described in Section 11.2 and Section 11.3, LICENSOR shall have the right, but not the obligation, to remedy such breach within terminate this Agreement upon thirty (30) days notice to LICENSEE. Termination shall become effective upon the failure of LICENSEE to cure such breach or default within such notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionperiod. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 11.5 Upon termination of an Order or this Agreement for any reason: (i) each party , LICENSEE shall not be released from any obligation that has matured prior to the effective date of the termination. LICENSEE may, however, after the effective date of such termination, complete committed projects based on LICENSED TECHNOLOGY or in process as of the time of such termination, provided that LICENSEE is current with existing payment obligations and shall pay to LICENSOR the royalties and other consideration due on such projects as required by this Agreement and shall submit the reports as required. 11.6 Upon the termination of this Agreement, any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be granted the right to receive a license directly from LICENSOR on the same terms and conditions as in the sub-license agreement in effect at the time, granting license rights to the LICENSED TECHNOLOGY. 11.7 Upon the termination of this Agreement, LICENSEE shall immediately cease using and return to the LICENSOR any uncommitted LICENSED TECHNOLOGY, enhancements and all other all papers, materials, Confidential Information documents and other properties information as may have been provided by LICENSOR pursuant to this Agreement, which contain information that is confidential or proprietary to LICENSOR and shall grant back to LICENSOR all of the other held LICENSEE's right, title and interest to all IMPROVEMENTS, with applicable documentation, made by it LICENSEE in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up relation to the date LICENSED TECHNOLOGY. 11.8 Nothing herein shall be construed to limit LICENSOR's legal or equitable remedies in the event of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in a default by LICENSEE and/or subsequent termination of this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement LICENSOR.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date 2.1.1 The initial term of this Agreement is as specified in the Order Estimate / Invoice and commences from the date of this Agreement or until all Services under such Order have been provided, commencement of service delivery and the term shall automatically renew in annual increments thereafter unless terminated sooner by either party in accordance with these Termsthis Agreement. 9.2 Unless otherwise stated 2.1.2 Except as provided in an Orderclause 6.2.3 regarding Support Services, each Order either party may terminate the Agreement after its initial term for Services may be terminated for convenience any reason by either Party by providing giving thirty (30) days’ prior days written notice to the other Partyparty. 9.3 Without prejudice 2.1.3 Either party shall be entitled to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. ceases to exist, becomes insolvent or bankrupt or being a company is in wound up or is deemed unable to pay its debts or has a receiver appointed over any part of its assets, or if the other party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy such breach within thirty (30) days of after having been given written notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiondo so. 9.4 In 2.1.4 Where the event We terminate an Order pursuant Agreement is breached by SyncEzy, this Agreement may be terminated forthwith by the Customer giving written notice to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementSyncEzy. 9.6 2.1.5 On termination of an Order or this Agreement for any reason: (i) each party Hosted Service, Customer shall immediately cease to use the Hosted Service and SyncEzy shall promptly return to the other all papersCustomer any documents, materials, Confidential Information data and other properties information created and used for the purposes of this Agreement. Customer will be required to advise SyncEzy on the other held by it in connection with alternate service arrangement and facilitate handover of IP and data. SyncEzy shall be entitled to Charge its reasonable costs for the performance provision of the Services; (ii) You shall promptly pay Us this Service. 2.1.6 Customer will be liable for all Services provided and Fees and expenses due Charges up to the date of termination; and . Such Charges shall be due on the terms as stated in the invoice. 2.1.7 The termination of this Agreement, any part of it, or of the provision of the Service (iiihowsoever occasioned) neither party shall have not affect: a) Any accrued rights, obligations or liabilities of either party; b) The coming into force or the continuance in force of any further right provision hereof which is implied or obligation with respect expressly intended to come into force or continue in force on or after such termination. 2.1.8 Without prejudice to any rights or remedies to the other except as set out in injured party under this Section Agreement the termination (howsoever occasioned) shall cause the cancellation of licenses for any and in such Sections all Software Product supplied hereunder. 2.1.9 The effect of the notice of cancellation of the license for a Software Product supplied hereunder is that the Customer must immediately cease use of the Software Product and any Documentation relating to the Software Product to SyncEzy, take all such steps to destroy any copies of the Software Product under the control of the Customer, have all Software Product removed from all computers operated by or controlled by the Customer, and procure that a director of the Customer warrant in writing to SyncEzy that these provisions have been adhered to. 2.1.10 If this Agreement is terminated for any reason then clauses 1.6 Appropriate Law, 1.9 Personnel, 1.13 Confidentiality, 3.5 Copyright and Intellectual Property Rights shall continue to have effect as shall any other provision which by their nature would or implication were intended to come into or continue beyond the in force on or after such termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Lonza. 10.3 Either Lonza or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the event We terminate an Order pursuant grant of letters patent or any patent application within any of the Patent Rights or disputes or knowingly, directly or indirectly, assists any third party to Section 9.3 dispute the validity of any patent within any of the Patent Rights or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in of the form of allotments/contingents) claims thereof Lonza shall be non-refundable entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is terminated for any reason any and We all licences granted hereunder shall be under no obligation to refund to You any such prepaid Service Fees even where as at terminate with effect from the date of termination You have not yet called off and Licensee shall destroy all Services 9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza, provided that Licensee shall be entitled to sell of any Order Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall have no effect on any other Order under this Agreement. 9.6 On termination be completed within six (6) months of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.

Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement. 9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time: (a) if the other party: a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs. 14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time: (a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010; passes a resolution for winding-upor (b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding money laundering offences listed in any applicable jurisdictionthe Public Contract Regulations 2015. 9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement: (a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and (b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel. 9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right . 14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever: (a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and (b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 16 (Confidentiality), 18 (Freedom of Information and Transparency), 23 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.

Term and Termination. 9.1 Each Order for Services 11.1. This Agreement shall take come into full force and effect from the Agreement Date and shall remain valid and binding on the Order date and remain in effect Parties until any agreed end date specified in the Order or until all Services under such Order have been provided, unless time that it is terminated sooner in accordance with these TermsClauses 11.2 to 11.4 (Term and Termination). 9.2 Unless otherwise stated in an Order, each Order for Services 11.2. This Agreement may be terminated for convenience prior to the Closing Date, by either written mutual consent of the Parties. For avoidance of doubt, the Purchaser shall have a right to terminate this Agreement on the occurrence of any termination event under the 360 One10 SPA I, the 360 One9 SPA I or the 360 One9 SPA II. 11.3. This Agreement shall terminate and cease to exist automatically on the RHP Filing Date without any further action from the parties. However, if the IPO is not completed within 60 (sixty) days of the RHP Filing Date, the Parties agree that the provisions of this Agreement (as existing prior to the RHP Filing Date) shall: (i) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the part of any Party and the waivers provided under this Agreement shall stand rescinded; and (ii) be deemed to have been in force during the period between date of execution of this Agreement and the RHP Filing Date, without any break or interruption whatsoever, and (iii) all the rights of each of the Shareholders shall, be deemed to have been restored to the position existing prior to the RHP Filing Date. 11.4. This Agreement may be terminated at the option of the Purchaser, by providing thirty (30) days’ prior written notice to the other PartyParties if the Closing has not occurred on or prior to the Long Stop Date (including non-completion of the Conditions Precedent on or prior to the Long Stop Date). 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable 11.5. Save and We shall be under no obligation to refund to You any such prepaid Service Fees even where except as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order otherwise expressly provided under this Agreement, the right to terminate above shall be without prejudice to all other rights and remedies available to a Party under applicable Law. 9.6 On 11.6. The termination of an Order or this Agreement for shall not relieve any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties Party of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up any obligations or liabilities accrued prior to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner sooner, in accordance with these Termsthe terms hereof, shall remain in force as long as any PATENT is valid in any part of the LICENSED TERRITORY. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to 10.2 In the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, event either party may terminate an Order or this Agreement without liability to shall be in default in the other at any time with immediate effect upon written notice if the other party: a. is in material breach performance of any of its material obligations under hereunder, including but not limited breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the date of receipt of a notice in writing from the other party specifying such default and its claim of right to terminate, the other party may terminate this Agreement by written notice in addition to any other remedies available to it by law or equity 10.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent, or enter a corporate reorganization proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership or bankruptcy. 10.4 YORK may voluntarily terminate this Agreement, without cause, at any time on ninety (90) days written notice providing there is no SUBLICENSEE. Termination will take effect immediately at the end of the notice period. If YORK voluntarily terminates within the first three (3) years of the Agreement then YORK covenants that it will not develop, sponsor research or an Order and, market any product in the case LICENSED FIELD for a period of a breach which is capable five (5) years post-termination. In this event, UM and CCMB shall be free to pursue other commercial opportunities related to the ASSETS as they shall solely determine. 10.5 Upon the termination of remedythis Agreement by UM and CCMB under Sections 10.2 or 10.3, fails to remedy such breach within thirty (30or by YORK under Section 10.4, a) days of notice YORK and its AFFILIATES shall make no further use of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over ASSETS. YORK shall discontinue to use and exploit the ASSETS and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it or by UM and CCMB hereunder. YORK shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that YORK does not retain any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncopies thereof. 9.4 In b) UM, CCMB and Inventor shall make no further use of the event We terminate an Order pursuant YORK PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's INFORMATION and YORK's MATERIAL and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to Section 9.3 it by YORK hereunder. UM, CCMB and Inventor shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that UM, CCMB and Inventor do not retain any copies thereof. 10.6 This Article 10 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit the fulfillment or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form discharge by each party of allotments/contingentstheir rights and obligations noted below; a) shall be non-refundable and We shall be under no YORK's obligation to refund supply a final report as specified in Article 7.2 of this Agreement. b) UM's right to You any such prepaid Service Fees even where as receive or recover and YORK's obligation to pay amounts accrued at the date of termination You have not yet called off all Services 9.5 Termination under Article 4 of any Order shall have no effect on any other Order under this Agreement. 9.6 On c) YORK's obligation to maintain records and make them available under Section 11.1 of this Agreement. d) The representations, warranties and indemnities under Article 9 of this Agreement. 10.7 The obligations of confidentiality as provided in this Agreement will survive termination of an Order or this Agreement for any reason: a period of five (i5) each party shall immediately return years post termination, except where termination occurs due to default by York under Section 10.2 or the other all papersliquidation, materials, Confidential Information insolvency or corporate reorganization or enter into receivership or bankruptcy as described in Section 10.3 above in which case UM and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party CCMB shall have any no further right or obligation with respect obligations to the other except as set out in this Section YORK, including those under Article 5. 10.8 Notice of termination shall be effectively served on YORK only when written notice of termination is received from both UM and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement CCMB.

Term and Termination. 9.1 Each Order for Services 16.1 The Contract shall take effect commence on the Order date and remain Effective Date and, unless otherwise terminated as provided in effect until any agreed end date specified this condition 16, shall continue for the Initial Service Term and, thereafter, shall be automatically renewed for successive periods of 12 months or as otherwise stipulated in the Order Contract or until all Services under such Order have been providedotherwise mutually agreed by both parties in writing (each a Renewal Period), unless unless: 16.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Service Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the Initial Service Term or Renewal Period; or 16.1.2 otherwise terminated sooner in accordance with these Terms; and the Initial Service Term together with any subsequent Renewal Periods shall constitute the Service Term. 9.2 Unless otherwise stated 16.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these Terms on the due date for payment and remains in an Orderdefault not less than 30 days after being notified in writing to make such payment. 16.3 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate these Terms with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 16.3.1 the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any of its obligations under the Agreement these Terms which breach is irremediable or an Order and, in the case of a if such breach which is capable of remedy, remediable fails to remedy such that breach within thirty (30) a period of 30 days of notice of after being notified in writing to do so; 16.3.2 the breach; or b. voluntarily files a petition under bankruptcy other party suspends, or insolvency law; has a receiver threatens to suspend, or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on all or a substantial part of its business; 16.3.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or is subject or 16.3.4 the other party’s financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 9.4 In 16.4 The Supplier may terminate these Terms at any time after the event We terminate an Order pursuant Initial Service Term without cause upon providing the Customer with at least thirty days' prior written notice to Section 9.3 that effect. 16.5 On termination of these Terms for any reason: 16.5.1 all licences granted under these Terms or You terminate an Order for convenience otherwise entered into by the parties in accordance with Section 9.2 relation to the Software shall immediately terminate; 16.5.2 each party shall return and make no further use of any prepaid Service Fees equipment, property, and other items (and all copies of them) belonging to the other party; 16.5.3 the Supplier may destroy or otherwise securely dispose of any of the Customer Data in whatever form including without limitation in its possession unless the form of allotments/contingents) shall be non-refundable and We shall be under Supplier receives, no obligation to refund to You any such prepaid Service Fees even where as at later than sixty days after the effective date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement these Terms, a written request for any reason: (i) each party shall immediately return the delivery to the other all papers, materials, Confidential Information and other properties Customer of the other held by it in connection with the performance then most recent back-up of the ServicesCustomer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due and 16.5.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 12.1 This Agreement is effective as of the Effective Date and shall take effect on the Order date and remain in effect continue to be effective until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience without cause by either Party the Company on or after three (3) years from its Effective Date in compliance with the notice and renewal provisions of Article 21.11-1 of the Code, or at any other time by providing thirty (30) days’ prior written notice mutual agreement of the parties. 12.3 Notwithstanding any provision contained in this Agreement to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledcontrary, either party may terminate an Order or this Agreement without liability to for cause on failure of the other at party to comply with any time with immediate effect upon provision of this Agreement (a “default”) after giving the other party written notice if of the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of alleged default and a breach which is capable of remedy, fails to remedy such breach within reasonable time (not less than thirty (30) days or more than (6) months) to cure such default; provided that the right to cure a default shall not apply to the following, and termination shall be effective immediately upon the giving of notice such notice: a) Failure by MGA to pay premiums to the Company within the time set forth in this Agreement; b) Failure by MGA to deliver to the Company an Agent’s Report within the time set forth in this Agreement; c) Revocation of a license necessary to a party’s performance hereunder; d) Issuance of a final, non-appeal able, restraining order, injunction, or other order by a governmental authority having proper jurisdiction which prohibits a party from carrying out this Agreement; e) Any party filing or becoming the subject of a petition seeking protection or satisfaction of debts under the bankruptcy, receivership or creditor’s rights laws of the breach; orparty’s domiciliary state or country; b. voluntarily files f) At the option of the Company, the transfer or attempted transfer of a petition under bankruptcy controlling interest in MGA without first obtaining the Company’s consent. At the Company’s option, the Company may suspend any or insolvency law; has a receiver all authority of MGA during the pendency of any material default of MGA, any dispute regarding any material default of MGA, or administrative receiver appointed over it or during any period, if any, allowed to cure any such material default. Any exercise by the Company of its assets; passes rights under this provision to suspend any and all authority of MGA shall not be considered a resolution for winding-up) or a court default under the terms of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 12.4 All power and authority of MGA granted under the terms of this Agreement shall cease upon termination of an Order or this Agreement. 12.5 In the event of termination of this Agreement when MGA is not in default and has accounted for and paid over to the Company all monies for which MGA is liable, then the Company shall permit MGA to retain all records of the business written pursuant to this Agreement, as well as use and control of expirations on the business written pursuant to this Agreement subject to any reason: (i) each party prior agreements with local producing agents regarding such policy expirations. In the event that MGA is in default under any provision of this Agreement and MGA has not cured such default within the time specified in Section 12.3, above, all records relating to the business written pursuant to this Agreement shall be vested in, returned immediately to, and become the exclusive property of the Company. 12.6 All software programs that are developed by MGA remain the property of MGA. In the event proprietary data of the Company has been collected and stored by MGA on behalf of the Company, such data shall remain the property of the Company. 12.7 Upon termination of this Agreement, MGA shall immediately return cause to be delivered to the other Company all papers, materials, Confidential Information and other properties property of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for Company, including, without limitation, unused drafts, policies, manuals, forms, and where applicable, all Services provided and Fees and expenses due up records, including those related to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement expirations.

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue in full force and effect until any agreed end date specified in each country of the Order or until all Services under such Order have been provided, world unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement which is irremediable or an Order and, (in the case of a breach which is capable of remedy, fails to remedy such breach ) shall not have been remedied within thirty (30) days of the receipt by the other of a notice of identifying the breachbreach and requiring its remedy; or b. voluntarily files 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a petition reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under bankruptcy this Agreement) or insolvency law; compounds with or convenes a meeting of its creditors or has a receiver or administrative receiver administrator appointed over it all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. 10.4 Without prejudice to any rights that have accrued under this Agreement or any of its assetsrights or remedies, Lonza may terminate this Agreement immediately by giving written notice to Licensee if: 10.4.1 there is a change of control of Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010) [***]; passes a resolution or 10.4.2 the Licensee contests [***]. 10.5 Subject to Clause 10.6, if this Agreement expires or is terminated for windingany reason any and all licences and sublicences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy (or otherwise procure the destruction of) all System Materials, Transfected Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-upHow and all System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided, however, that the Licensee and its Sublicensees shall have the right to sell or a court otherwise dispose of competent jurisdiction makes an order to that effect; becomes all Product then on hand, subject to an administration order; enters into any voluntary arrangement with its creditors; ceases the payment of royalties and the other terms of this Agreement. 10.6 [***] 10.7 Termination for whatever reason or threaten to cease to carry on business; or is subject to any analogous event or proceeding expiration of this Agreement shall not affect the accrued rights of the Parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order provisions which are expressed to survive this Agreement shall have no effect on any other Order under this Agreementremain in full force and effect. 9.6 On 10.8 The terms of Clauses 3, 4.5 to 4.9 (subject always to the consequences of termination in Clause 10.5), 5, 6, 7, 8, 10, 11 and 12 shall survive expiration or termination of an Order or this Agreement for any whatever reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 15.1 This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedCommencement Date and, unless terminated sooner earlier in accordance with these Terms. 9.2 Unless otherwise stated the termination provisions under this Agreement, shall continue in an Orderfull force and effect for 12 months from the Commencement Date (“Initial Term”), and shall automatically extend for 12 months (“Extended Term”) at the end of the Initial Term and at the end of each Order for Services may be terminated for convenience by Extended Term, unless and until either Party by providing thirty (30) gives to the other Party not less than 30 days’ prior written notice to terminate to take effect at the end of the Initial Term or the relevant Extended Term, as the case may be. 15.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: 15.2.1 the other Party commits a material breach of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so; or 15.2.2 the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order, or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; and/or 15.2.3 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 9.3 15.3 Without prejudice to affecting any other rights right or remedies remedy available to which We or You may be entitledus, either party we may terminate an Order or this Agreement without liability Liability (subject to the other at any time Clause 14.2), with immediate effect upon by giving written notice if the other partyto you, if: a. is 15.3.1 (or such other notice period as we see fit at our absolute direction) you fail to pay any amount due under this Agreement on the due date for payment and such amount remains in material breach default not less than 14 days after being notified to make such payment; 15.3.2 you challenge or dispute the validity of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breachour IPR; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or 15.3.3 you purport to assign any of its assets; passes a resolution for winding-up) your rights or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order obligations under this Agreement. 9.6 15.4 On termination of an Order or this Agreement for any reason: (i) each party : 15.4.1 all licences and rights granted under this Agreement shall immediately terminate; 15.4.2 you shall pay to us all amounts owing under this Agreement, whether invoiced or not; 15.4.3 each Party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other all papersParty; and 15.4.4 any rights, materialsremedies, Confidential Information and other properties obligations or liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in breach of this Section and in such Sections of the Agreement which by their nature would continue beyond existed at or before the date of termination, cancellation shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 10.1 This XXXX shall take effect come into force on the Order date and remain in effect until that it is first accepted by or on the behalf of the Licensee and, subject at all times to any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner earlier termination in accordance with these Termsits terms, this XXXX shall remain in force thereafter for as long as any agreement for the provision of logistics and freight management services by Ligentia and/or any member of its corporate group from time to time for the Licensee remains in force. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 The Licensee may be terminated for convenience terminate this XXXX and its access to and use of the Ligentix Service at any-time with immediate effect by either Party giving written notice to Ligentia. 10.3 Ligentia may terminate this XXXX and the Licensee’s access to and use of the Ligentix Service at any-time without reason by providing thirty giving at least 90 (30ninety) days’ prior days written notice to the other PartyLicensee. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party 10.4 Ligentia may terminate an Order or this Agreement without liability XXXX and the Licensee’s access to and use of the other Ligentix Service at any any-time with immediate effect upon by giving written notice if to the other partyLicensee if: a. is in 10.4.1 the Licensee commits any material breach of this XXXX; 10.4.2 the Licensee becomes bankrupt or goes into liquidation (whether voluntary or compulsory), becomes insolvent, is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding- up, bankruptcy or dissolution of that party or the other party suffers any similar process in any jurisdiction outside of England and Wales; or 10.4.3 ownership or control of the Licensee should be acquired by any Competitor. 10.5 Termination or expiry of this XXXX for whatever reason shall not affect: 10.5.1 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this XXXX which existed at or before the date of termination or expiry; and 10.5.2 the continuing in or coming into force of any provision of this XXXX which, whether expressly or by implication, is to continue in or come into force following expiry or termination. 10.6 On termination or expiry of this XXXX for any reason: 10.6.1 all rights and licences granted to the Licensee under this XXXX shall immediately cease and in particular, the Agreement Licensee shall immediately cease any further access to and use of the Ligentix Service and shall permanently revoke access for each Authorised User; 10.6.2 the Licensee shall immediately and securely destroy or an Order return to Ligentia (at Ligentia’s option) all copies of the Ligentix Service (including of any underlying software or code) then in its possession, custody or control (whether or not authorised under this XXXX) and, in the case of destruction, certify to Ligentia via a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice senior officer that it has done so; and 10.6.3 Ligentia may delete or securely destroy any of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In Licensee’s data then held via the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Ligentix Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return notice to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Licensee.

Term and Termination. 9.1 Each Order for Services 3.1 This Agreement shall take effect enter into force on the Order date Commencement Date and remain shall continue in effect force unless and until any agreed end date specified in the Order terminated either by agreement with ComReg or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty giving not less than (303) days’ prior three months written notice. 3.2 Either Party may, upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing , either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; or ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is subject remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Licence to any analogous event or proceeding in any applicable jurisdictionrun its Network. 9.4 In 3.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 3.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be released from its obligation under this Agreement until any balance due is paid without affecting the non-refundable breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting Party. 3.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 2.1 This Agreement shall take effect enter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] . 9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing , either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; or ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is subject to any analogous event or proceeding in any applicable jurisdictionremedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Authorisation. 9.4 In 2.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 2.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be non-refundable released from its obligation under this Agreement until any balance due is paid without affecting the non- breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting party. 2.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date 8.1 Save as otherwise specified in the Order or until all Trade Reporting Application Form and subject to earlier termination in accordance with the terms of this Agreement, the provision of the Services under such Order have been providedshall commence on the date indicated on the Trade Reporting Application Form and shall continue for the Initial Term and thereafter automatically renew for further successive terms of one year, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party party by providing thirty the provision of at least ninety (3090) days’ prior written notice to the other Partyparty. 9.3 Without prejudice to 8.2 Cboe may immediately terminate the Services, or any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written portion thereof by notice if the other partyit determines that Recipient: a. is in (i) commits a material breach (including persistent breaches which cumulatively constitute a material breach) of any of its obligations under the terms of this Agreement or an Order and, in the case of a if such breach which is capable of remedy, fails to remedy such the breach within thirty ten (3010) days of receiving written notice specifying the breach and requiring the breach to be remedied; (ii) becomes or is deemed insolvent, or has a (bankruptcy) receiver (curator if this Agreement is with Cboe EU),, administrative receiver, administrator or manager appointed of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it whole or any part of its assets; passes a resolution for winding-up) assets or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or takes or suffers any similar or analogous procedure or is subject unable to any analogous event pay its debts as they fall due; (iii) is engaged in activities that Cboe reasonably determines to, or proceeding be likely to, be detrimental to the business of Cboe; (iv) in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant Cboe’s sole discretion, poses a credit risk to Section 9.3 Cboe or You terminate an Order for convenience has undergone a material change in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation business or financial condition that could affect Recipient’s ability to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under perform this Agreement. 9.6 On 8.3 In the event that Cboe is to cease trading, Cboe will issue a general notice via its Website and by email to Recipient and this Agreement will terminate at the time and on the date specified in such notice. 8.4 The provisions in clauses 3, 4.1, 5, 6, 7, 8.4, 9, 11.1, 11.8 and 11.11 of this Agreement shall survive the termination of an Order or this Agreement for any reason: (i) each party Agreement. 8.5 Upon termination of this Agreement, all rights of Recipient to access the Services shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement cease.

Term and Termination. 9.1 Each Order 11.1 This Contract shall be for Services shall take effect the Term commencing with the date on which the Order date Contract is formed and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless (save where terminated sooner earlier in accordance with these Termsclause 11.2): (a) continuing (where applicable) in accordance with the relevant provisions of the Service Schedule; and/or (b) expiring upon completion of the Consultancy Services and/or News Agency Services (as the case may be). 9.2 Unless otherwise stated 11.2 HNM may terminate this Contract (in an Order, each Order for Services may be terminated for convenience full or in relation to (where applicable) the Service Schedule) immediately by either Party by providing thirty (30) days’ prior written notice to the other Party.Client in the event that: 9.3 Without prejudice (a) the Client fails to pay any undisputed amounts due to HNM in relation to any other rights or remedies to which We or You may be entitledService(s); (b) the Client commits any breach of a material provision of this Contract that is irremediable or, either party may terminate an Order or this Agreement without liability to if remediable, is not remedied by the other at any time with immediate effect upon Client within 14 days’ of the Client’s receipt of written notice if from HNM specifying the other partybreach and requiring its remedy; (c) any regulatory decision or governmental order requiring HNM to suspend the provision of the Service(s) or the Deliverables; or (d) the Client: a. (i) suspends, or threatens to suspend, payment of its debts or is in material breach unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (ii) commences negotiations with all or any class of its creditors with a view to rescheduling any of its obligations under the Agreement debts, or an Order and, in the case of makes a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy proposal for or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties solvent reconstruction of the other held by it Client; (iii) suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business); (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; (g) the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over its assets; (i) a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 11.2. 11.3 In any circumstance in which HNM may terminate any or any portion of this Contract, it may exercise its right to suspend performance of any of the Services; (ii) You Service(s). 11.4 On termination of this Contract by HNM under clause 11.2, all licences granted by HNM under this Contract shall promptly pay Us for all Services provided terminate immediately. 11.5 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and Fees and expenses due effect. 11.6 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination; and (iii) neither party shall have termination or expiry, including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement Contract which by their nature would continue beyond existed at or before the termination, cancellation date of termination or expiration of the Agreement expiry.

Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect come into force on the Order date 21st day of February 2012 and, subject to earlier termination pursuant to clauses 12.4, 8.2 or 8.3 below, shall continue in force for a period of five (5) Years ("Term") with an option to renew for a further term of four (4) Years but the price, specifications, and remain in effect until any agreed end date specified in quantity of the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsProducts to be supplied by the Supplier to the Customer shall be negotiated by the parties on a yearly basis. 9.2 Unless otherwise stated in an Order, each Order for Services 8.2 Either party may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior giving written notice to the other Party.in any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice (A) if the other party: a. is in party commits any material breach of any of its obligations under the terms and conditions of this Agreement or an Order and, in the case of a and fails to remedy that breach which is (if capable of remedy, fails ) within one month after notice from the other party requiring it to remedy such breach within thirty (30) days of notice be remedied and giving full particulars of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; (B) if the other party has a receiver or administrative receiver appointed over winding up petition presented against it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any voluntary arrangement with its creditors or makes a general assignment for the benefit of its creditors; , or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it has an administration petition presented or administration application made against it or a notice of intention to appoint an administrator has been given to any person or if it ceases or threaten threatens to cease to carry on its business; , or is subject to makes any material change in its business, or if it suffers any analogous event or proceeding in process under any applicable jurisdictionforeign law. 9.4 In 8.3 Either Party is at liberty to terminate the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 Agreement without any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return liability whatsoever to the other all papers, materials, Confidential Information and other properties Party if the review of the other held by it Specifications (as ascribed in connection with clause 3.3 hereto); or the performance of Pricing (as ascribed in clause 5.2 hereto) is not agreed between the Services; (ii) You shall promptly pay Us for all Services provided Supplier and Fees and expenses due up the Customer in writing at least 60 days prior to the date end of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement each Year.

Term and Termination. 9.1 Each Order for Services shall 7.1 The Customer agrees to comply with any Initial Service Term commitment set out in the Quotation or Order. 7.2 Notwithstanding the activation date or service delivery commencement date (“Commencement Date”), these Terms and Conditions take effect on the date of the signature of the Quotation or Order date by the party last signing in time and remain continue in effect until any agreed end date specified force for the Initial Term or term described in the Order Quotation or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsOrder. Billing shall be calculated from the activation date or Billing Commencement Date. 9.2 Unless otherwise stated 7.3 Notwithstanding the provisions of this clause 7, if the provisions of the Electronic Communications and Transactions Act applies to the terms of this agreement and Customer is a ‘Consumer” as defined in an Orderthe Consumer Protection Act, each Order for Customer may terminate this Agreement on notice to this effect within 5 (five) days after the transaction is concluded if Customer has procured the Services as a result of direct marketing. 7.4 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement: 7.4.1 subject to the provisions of the Service Detail, on at least 90 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term; 7.4.2 immediately by notice if if, in relation to the Service, the other party: a. is in Party has committed a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is incapable of remedy; 7.4.3 immediately by notice if, in relation to the Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.4.4 immediately by notice if, in relation to the Service, a petition under bankruptcy or insolvency law; Force Majeure Event subsists for a continuous period exceeding three (3) months; 7.4.5 if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to any analogous event acts or proceeding in proceedings under any applicable jurisdictionforeign law, or commences business rescue proceedings. 9.4 In 7.5 The termination by Customer of this Agreement during the Initial Service Term shall, in addition to constituting a material breach of this Agreement, entitle METROFIBRE to charge an early termination charge (“Termination Charge”) equal to: 7.5.1 in the event We that the Service is terminated prior to the Service Commencement Date, the Customer shall be liable for all Call Charges, Usage Charges and NRC, plus 3 (three) times the average MRC calculated over the previous 3 (three) months; or 7.5.2 in the event the Service is terminated subsequent to the Service Commencementate, 100% of the MRC for the remainder of the Initial Service Term. 7.6 Where Customer is a “Consumer”, as this term is defined in the Consumer Protection Act, Customer may terminate any Service on the giving of 20 (twenty) business days’ written notice in which case Metrofibre shall be entitled to charge an Order early termination charge as provided for in clause 7.5.2. 7.7 The Termination Fee shall apply when your account is not in arrears at the time of early cancellation. If you request a cancellation while your account is in arrears, or where you have breached the terms of this Agreement, Metrofibre may cancel this Agreement and claim payment for the full remainder of the contract period. Metrofibre will only grant you early cancellation after you have paid and we have received the early Cancellation Charge. 7.8 METROFIBRE may terminate the Agreement immediately by notice if a suspension of a Service to a Customer pursuant to Section 9.3 clauses 6.1.4 or You terminate an Order 6.1.5 has continued for convenience in accordance with Section 9.2 any prepaid Service Fees a period of at least 20 (in whatever form including without limitation in the form of allotments/contingentstwenty) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementbusiness days. 9.6 On termination 7.9 Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersclause 6, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of METROFIBRE may terminate the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .on seven

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided13.1 This Agreement shall, unless terminated sooner earlier in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthis Clause, automatically be extended for successive twelve (12)-month periods (Extended Term) at the end of the Initial Term and at the end of each Order for Services may be terminated for convenience by either Extended Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within not later than thirty (30) days of notice before the end of the breachInitial Term or the relevant Extended Term, to terminate this Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. 13.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the other Party commits a material breach of any material term of this Agreement (including, without limitation breach of any payment obligations) and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; (b) the other Party breaches any of the terms of Clause 3, Clause 6, Clause 11 or Clause 16; (c) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or b. voluntarily files (d) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any substantial part of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 13.3 Termination of any Order shall have no effect on any other Order under this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 9.6 13.4 On termination of an Order or this Agreement for any reason: : (ia) each party the Supplier shall immediately return cease provision of the Managed Services; (b) the Client shall pay all outstanding sums owing to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Supplier up to and including the date of termination; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (iiiand all copies of them) neither party shall have any further right or obligation with respect belonging to the other except as set out Party. 13.5 If a Party is required by any law, regulation, or government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy, it shall notify the other Party in this Section and in writing of such Sections retention, giving details of the Agreement which documents or materials that it must retain. Clause 11 shall continue to apply to any such retained documents and materials for as long as any such requirement continues in force, subject to any disclosure mandated by their nature would continue beyond the termination, cancellation or expiration of the Agreement any Regulatory Requirement.

Term and Termination. 9.1 Each Order for Services shall take effect 15.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall either: 15.1.1 continue for the Order or until all Services under such Order have been providedInitial Term and thereafter for successive Renewal Periods, unless terminated sooner either party gives the other party notice of termination, in accordance with these Termswriting, at equal in length to the Notice Period before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or 15.1.2 where there is a Termination Date, expire automatically on that date. 9.2 Unless otherwise stated 15.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if: 15.2.1 the Customer fails to pay any amount due under this agreement on the due date for payment; 15.2.2 the Customer repeatedly breaches any of the terms of this agreement in an Ordersuch a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or 15.2.3 there is a change of control of the Customer. 15.3 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.3.1 the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 5 days after being notified in writing to do so; 15.3.2 the other party suspends, or threatens to suspend, payment of notice its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency Act 1986; b. voluntarily files 15.3.3 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other party; 15.3.4 a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 15.3.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 15.3.6 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 15.3.7 a person becomes entitled to appoint a receiver over the assets of the Servicesother party or a receiver is appointed over the assets of the other party; 15.3.8 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 15.3.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3.1 to clause 15.3.8 (inclusive); or 15.3.10 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 15.4 On termination of this agreement for any reason: 15.4.1 all licences granted under this agreement shall immediately terminate; 15.4.2 each party shall return and make no further use of any equipment, property, Documentation and other items (iiand all copies of them) You shall promptly pay Us for all Services provided and Fees and expenses due belonging to the other party; and 15.4.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect 12.1 The term of this Agreement (the "Term") will commence on the Order date of signing of this Agreement and remain in effect will continue until any agreed end date specified in the Order earlier of December 31, 2007 or until all Services under such Order have been provided, unless the date on which this Agreement is terminated sooner in accordance with these Termsthe provisions of this Agreement. However, the Term of this Agreement will automatically renew from year to year after the initial Term provided the Company has not given 60 days advance notice of termination in writing. 9.2 Unless 12.2 Each of the Distributor and the Company shall have the right to terminate this Agreement upon the occurrence of any of the following events, such termination to be effective immediately upon the receipt or deemed receipt by the other party of notice to that effect and the expiry of any applicable period for remedy of the default: (A) if a party is in default of any of the material terms or conditions of this Agreement and fails to remedy such default within 60 days of written notice thereof from the other party; (B) if the other party becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors; (C) if the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise stated in an Orderceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or (D) if a receiver or other custodian (interim or permanent) of any of the assets of the other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes * Confidential Treatment Requested enforceable against the other party or its assets or if distress is made against the other party's assets or any part thereof. 12.3 It is a condition of this Agreement that nominees of the Company will have been appointed to the board of directors of PC-EPhone, each Order Inc. by no later than February 28, 2001 and that the nominees will represent a minimum of forty percent (40%) of the directors on the board of directors of PC-EPhone, Inc. upon appointment and throughout the Term of this Agreement. In the event that the Company's nominees on PC-EPhone Inc.'s board of directors constitute less than the minimum of forty percent (40%) of PC-EPhone Inc.'s board of directors, other than by reason of resignation of the Company's nominees or the failure of the Company to provide nominees, for Services may a continuous period of more than sixty (60) days during the period from February 28, 2001 to the end of the term of this Agreement, then the Company will be terminated for convenience by either Party by providing thirty (30) days’ prior entitled to terminate this Agreement upon written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or Distributor. The Company will throughout the term of this Agreement without liability vote all shares in PC-EPhone, Inc. owned by the Company, including the shares issued pursuant to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order andthis Agreement, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice favour of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any nominees proposed by the Company as directors of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 the Distributor. In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience that the Company does not vote its shares in PC-EPhone, Inc. in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form terms of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at this Agreement, then the date of termination You have not yet called off all Services 9.5 Termination of any Order shall Company will have no effect on any other Order under rights to terminate this AgreementAgreement pursuant to this section 12.3. 9.6 On 12.4 Upon termination of an Order or this Agreement for any reason: reason whatsoever, the following shall apply: (iA) those rights and obligations of each party of the Company and the Distributor which are expressly stated to survive termination of this Agreement will survive termination and will continue in full force and effect; (B) all rights and privileges granted by the Company to the Distributor pursuant to this Agreement, including the rights to market, distribute and sell Products, will immediately terminate and be relinquished by the Distributor, and thereafter the Distributor shall immediately take no action that would make it appear to the public that the Distributor is still supplying Products; (C) the Distributor shall return to the other Company all papersadvertising, materials, Confidential Information informational or technical material given to the Distributor by the Company; (D) the Distributor shall cease using the Trade Names and other properties thereafter refrain from holding itself out as an authorized distributor of the other held by it Products; (E) the Distributor will retain in connection with confidence all information regarding the performance business and property of the ServicesCompany and the Products; (iiF) You shall promptly pay Us for all Services provided and Fees and expenses due up to sub-distributorship agreements entered into by the date Distributor will terminate. The provisions of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections 12.4 will survive the termination of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement this Agreement.

Term and Termination. 9.1 Each Order for Services 11.1 This agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue on a rolling Monthly Period, unless otherwise terminated sooner as provided in accordance with these Termsthis clause 11. 9.2 Unless otherwise stated 11.2 On the expiry of the Initial 30 Day Free Trial Period, unless either party has notified the other in an Orderwriting that it wishes to terminate this agreement, it will automatically renew for succeeding Monthly Renewal Periods, unless and until either party terminates it by giving notice in writing to the other to expire at the end of any Renewal Period. In each Order for Services may case the period of notice should be terminated for convenience by either Party by providing thirty at least sixty (3060) days’ prior . 11.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.3.1 the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, party fails to remedy such breach within pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; 11.3.2 the other party commits a material breach of notice any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; 11.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency Xxx 0000; b. voluntarily files 11.3.4 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten more other companies or the solvent reconstruction of that other party; 11.3.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 11.3.6 an application is made to cease court, or an order is made, for the appointment of an administrator, or if a notice of intention to carry appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 11.3.7 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 11.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 11.3.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on business; or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 11.3.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any analogous event of the events mentioned in clause 11.3.3 to clause 11.3.9 (inclusive); 11.3.11 the other party suspends or proceeding in any applicable jurisdictionceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 9.4 In 11.4 On termination of this agreement for any reason: 11.4.1 the event We terminate an Order pursuant licence to Section 9.3 use the Software granted under this agreement shall immediately terminate; 11.4.2 each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; 11.4.3 the Supplier may destroy or You terminate an Order otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for convenience in accordance with Section 9.2 any prepaid Service Fees the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as whether or not due at the date of termination You have not yet called off termination). The Customer shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and 9.5 Termination of 11.4.4 any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 6.1 The Agreement shall take effect come into force on the Order date Commencement Date and, subject to clauses 6.4 and remain in effect 6.5, shall continue for an initial fixed term of 12 months (the “Initial Term”) and thereafter unless and until terminated by either party giving to the other 30 days written notice, to expire at the end of the Initial Term or on any agreed anniversary of the end date specified in of the Order Initial Term. 6.2 The termination of the Agreement and/or the provision of the Services howsoever arising shall be without prejudice to any provision expressed or until all intended to operate thereafter. 6.3 Without prejudice to the Company’s rights to terminate the Agreement and/or the provision of the Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to provisions of clause 6.4 below the other Company shall at any time with immediate effect upon written have the right at its discretion by giving 14 days notice if in writing to the other party: a. is in material breach of Client to terminate all or any of its obligations under to provide the Services and/or to seek to re-negotiate the Fee for the Services with the Client. If the parties are unable to agree such revised Fee, the Company may terminate the Agreement or an Order and, and the provisions of clause 6.5 shall apply. 6.4 Either party may terminate the Agreement and/or the provision of the Services forthwith by notice in writing to the other if: 6.4.1 the other commits a breach of the Conditions which in the case of a breach which capable of remedy shall not have been remedied within 30 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy. For the avoidance of doubt, where the Client, in the Company’s reasonable opinion is in breach of the exclusivity provisions in clause 2.1, such breach shall not be capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; 6.4.2 the other has a receiver bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes the benefit of any statute for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of credits (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) , income or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 undertaking. In the event We of a breach by the Client to clause 6.4.1, the Company may, at its discretion (but shall not be obliged to), offer to re-negotiate the Fee with the Client as an alternative to terminating this Agreement. Should the parties fail to agree such revised Fee, the Company may opt to terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience this Agreement in accordance with Section 9.2 any prepaid Service Fees clause 6.4.1. 6.5 Upon termination (in for whatever form including without limitation in reason): 6.5.1 the form of allotments/contingents) Company shall deliver to the Client a Final Report which shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties final assessment of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due performed up to the date of termination; and (iii) neither party and 6.5.2 the Client shall have any further right or obligation with respect remain liable to pay to the other except Company for all the Services provided by the Company up to the date of termination and, for the avoidance of doubt, in the case of a Membership Fee, without rebate or discount for early termination. 6.6 On termination of Services to which a Performance Fee applies but the Performance Fee cannot be calculated as a result of such termination, the following structure shall apply in place of the Performance Fee: A x £1,875.00. Where A = the aggregate number of Adviser Days spent in providing the Services. “Adviser Day” for the purposes of this clause means a day on which an authorised employee or agent of the Company was engaged in the provision of Services for a period of not less than 3 hours. 6.7 However the Services are terminated, the Client shall promptly pay to the Company all third party costs and all expenses of the Company reasonably and necessarily incurred in the performance of the Services. 6.8 Where the Service Agreement provides that more than one service is to be provided as part of the Services, the Company shall deliver a Final Report in respect of each particular service upon completion of that service. 6.9 If the Company terminates the Agreement as a result of the Client’s breach of the exclusivity provisions set out in this Section clause 2.1, the Company shall be entitled, at its discretion, to re-work and in complete the Services at the then standard rate applicable to such Sections Services or to recover such proportion of the Agreement Fee to which, in the Company’s reasonable opinion (having regard to the circumstances) it would have been entitled had the Services been completed by the Company or, where such Fee cannot be calculated, by reference to the formula set out in clause 6.6. 6.10 The Client acknowledges that the above provisions of this clause 6 are reasonable and reflected in the Fee which by their nature would continue beyond be higher without those provisions, and the termination, cancellation or expiration of the Agreement Client will accept such risk and/or insure accordingly.

Term and Termination. 9.1 Each Order a. The term of this Agreement shall be one (1) year from the Effective Date (the “Initial Term”) and be automatically renewed for Services successive one-year terms upon the same terms and conditions as set forth herein (the Initial Term, together with all renewal terms shall take effect on be referred to herein as the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided“Term”), unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing gives the other Parties at least thirty (30) days’ prior written notice of its intent not to renew the term hereof. b. Either Party may terminate this Agreement or an SOW (except as set forth in such SOW) without cause upon sixty (60) days’ prior written notice to the other Party.Parties. Pursuant to SEC Release 34-85381, certain identified information has been excluded from this Exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed. 6 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party c. Either Party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasonSOW: (i) each party shall immediately return as set forth in an SOW with regard to the other all papersthat SOW, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to in the date event of termination; and a [***], which [***], (iii) neither party shall have any further right or obligation with respect to effective immediately if the other except as set out Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, assignment for the benefit of creditors, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other Party, and such proceeding is not dismissed within ninety (90) days. d. The Mount Sinai Parties may terminate effective immediately if Sema4 experiences a change of control event where there is a change in this Section the individuals or entities with the power to direct the management and policies of Sema4, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise, and among other circumstances, if ISMMS’s ownership interest in such Sections Sema4 decreases to less than 51% of the Agreement which by their nature would continue beyond the termination, cancellation or expiration total outstanding shares of the Agreement Sema4’s voting securities.

Term and Termination. 9.1 Each Order for Services 4.1 This Agreement shall take effect have an initial term of two (2) years commencing on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedfirst set forth above, unless earlier terminated sooner as provided in accordance with these Termsthis Agreement. If, at the end of the initial term, BUYER has not received approval to manufacture the Product at its own facility, or at a third party facility, the term may be extended by BUYER for up to one additional year. Buyer shall use its best efforts to transfer manufacture of the Product to its own facility or to that of a third party within two (2) years after the effective date of this Agreement. 9.2 Unless otherwise stated in an Order4.2 Subject to the provisions of Section 4.4 hereof, each Order for Services either party may be terminated for convenience terminate this Agreement by either Party by providing thirty giving ninety (3090) days’ prior days written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. party is in material breach of any term of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy such cure that breach within such ninety (90) day period. 4.3 This Agreement may be terminated upon thirty (30) days days' prior written notice by either party at any time during this Agreement if the other party shall file in any court pursuant to any statute of notice of the breach; or b. voluntarily files any government in any country a petition under in bankruptcy or insolvency law; has or for reorganization or for an arrangement or for the appointment of a receiver or administrative receiver appointed over it trustee of the party or any of its assets; passes or if any other party proposes a resolution written agreement of composition for winding-upextension of its debts; or if the other party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after filing thereof; or if the other party shall be a court party to any dissolution or liquidation, or if the other party shall make a general assignment for the benefit of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or if the other party is subject to any analogous event or proceeding in any applicable jurisdictionfinal order of debarment which can be reasonably expected to have a material adverse effect on the sales of the Product. 9.4 In (a) Notwithstanding anything in this Agreement to the contrary, in the event We terminate an Order pursuant to Section 9.3 that any dispute or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation alleged default arises with respect to this Agreement, then prior to any termination of this Agreement, the other except as set out in institution of litigation between the parties, or SB ceasing to manufacture and supply Product to BUYER the parties shall mediate such dispute pursuant to the provisions of paragraph (b) of this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement 4.

Term and Termination. 9.1 Each Order for of the Services shall take effect on continue for their respective Service Term and shall not be prejudiced by the Order date and remain in effect until any agreed end date specified in termination of this Master Service Agreement for convenience pursuant to clause 9.2. In the Order or until event of termination of this Master Service Agreement pursuant to clause 9.3, all Services under such Order have been provided, shall terminate as at the date of termination unless terminated sooner in accordance with these Termsotherwise agreed by the parties. 9.2 Unless otherwise stated Either party may terminate this Master Service Agreement, subject to the continuation of any Order Forms already in an Ordereffect as at the date of termination, each Order for Services may be terminated for convenience by either Party by providing thirty giving no less than three (303) daysmonths’ prior written notice to the other Partyother. 9.3 Netitude Withhold the right to terminate any agreement within which the other party is deemed by Netitude to be acting in an unprofessional nature, or one where it is deemed by Netitude to be unsafe or untenable to continue the agreement. If such situation was to arise, the other party would still be liable to all remaining payments on the term of agreement 9.4 Without prejudice to affecting any other rights right or remedies remedy available to which We or You may be entitledit, either party may terminate an Order or this Master Service Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if party if: (a) the other party: a. is in party commits a material breach of any other term of its obligations under the this Master Service Agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 30 days after being notified in writing to do so; (30b) days the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; (c) the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or serves notice of the breach; or b. voluntarily files a petition under bankruptcy administration, or insolvency law; has a receiver receiver, manager or administrative receiver appointed over its assets or has a winding‐up order made against it or shall go into liquidation (except for the purposes of a solvent amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Master Service Agreement); (d) any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event occurs, or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersis taken, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out party in this Section and in such Sections any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Agreement which by their nature would continue beyond events mentioned in clause 9.3(b) or clause 9.3(c); or (e) the terminationother party suspends or ceases, cancellation or expiration threatens to suspend or cease, carrying on all or a substantial part of the Agreement its business.

Term and Termination. 9.1 Each Order for Services 14.1 This agreement shall take effect commence on the Order date Effective Date and, subject to the parties' rights to terminate it earlier set out in clause 8.11.2 and remain in effect this clause 14, shall continue unless and until any agreed end date specified in terminated by either party giving the Order other party at least 6 months’ written notice of termination, such notice to expire on the last day of the Initial Term or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termson an anniversary of that day. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 14.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement without liability to the other at any time with immediate effect upon written notice if if: 14.2.1 the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or b. voluntarily files a petition under bankruptcy 14.2.2 an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; or 14.2.3 an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject or 14.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; enters into or 14.2.5 the other party makes any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on business; or is subject to any analogous event or proceeding a court of competent jurisdiction for the protection of its creditors in any applicable jurisdictionway, or becomes bankrupt; or 14.2.6 the other party ceases, or threatens to cease, to trade; or 14.2.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.4 In 14.3 On termination of this agreement for any reason: 14.3.1 all licences granted under this agreement shall immediately terminate; 14.3.2 each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the event We terminate an Order pursuant to Section 9.3 other party; 14.3.3 the Supplier may delete or You terminate an Order for convenience otherwise dispose of any of the Customer Data in its possession in accordance with Section 9.2 any prepaid Service Fees clause 5.6.6 unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; 14.3.4 any provision which is expressly stated in the agreement, or which is by its nature intended, to continue after termination You have not yet called off all Servicesof this agreement shall continue in full force and effect; and Application Software Licence and Service Provision Agreement for <Customer> 9.5 Termination 14.3.5 the accrued rights of the parties as at termination, or the continuation after termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order provision expressly stated to survive or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the implicitly surviving termination, cancellation shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order 10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ; 10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and 10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services This Agreement shall take effect become effective on the Order date execution of this Agreement (the “Commencement Date”), and remain shall continue to be in effect until any agreed end date specified in full force for a period of ten (10) years (the Order or until all Services under such Order have been provided“Term”), unless terminated sooner in accordance with these Terms.subject to the terms of this Agreement 9.2 Unless otherwise stated in an Order, each Order for Services The Termination of this Agreement may be terminated for convenience by either Party by providing thirty (30) days’ prior effected as follows: 9.2.1 By one party, effective immediately, upon written notice to the other Partyparty, in the event that the other party shall become insolvent or bankrupt, discontinue its business or adopt a resolution providing for its dissolution or liquidation. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled9.2.2 By SFG, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice to OTI, if the other party: a. is in material OTI shall breach of any of its obligations under the Agreement or an Order andand not remedy such breach, in the case of a breach which where it is capable of remedybeing remedied, fails to remedy such breach within thirty (30) days of after notice of the breach is received by OTI, in case of a material breach, or within sixty (60) days in case of any other breach after notice of the breach is received by OTI. 9.2.3 By OTI, upon written notice to SFG, upon the occurrence of any one of the following events: (1) no Project was secured or procured by SFG within a period of 12 months from the Commencement Date; or b. voluntarily files a petition under bankruptcy (2) SFG becomes engaged or insolvency law; has a receiver involved in any activity which directly xxxxx or administrative receiver appointed over it is likely to directly harm OTI or any of its assetsaffiliated companies; passes (3) In case SFG shall breach the Agreement and not remedy such breach, where it is capable of being remedied, within thirty (30) days after notice of the breach is received by SFG, in case of a resolution for winding-upmaterial breach, or within sixty (60) days in case of any other breach after notice of the breach is received by SFG. 9.3 If this Agreement expires or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to terminates, the Parties shall cease to carry on business; use one another’s trademarks or is subject logos, unless such use was previously authorized in writing by the other Party to any analogous event continue after such expiration or proceeding in any applicable jurisdictiontermination. 9.4 In Each party shall return all documentation and materials and all copies thereof, which are of a confidential nature, in its possession or control, within thirty (30) after the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form termination of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Servicesthis Agreement 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On The expiration or termination of an Order or this Agreement for any reason: (i) each party reason shall immediately return to the other all papers, materials, Confidential Information and other properties not prejudice any rights or obligations of either of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties accrued up to and including the date of expiration or termination; . 9.6 All covenants, representations and (iii) neither party shall have any further right or obligation with respect to the other except as set out warranties made in this Section Agreement shall continue to remain in full force and effect for as long as this Agreement is still in such Sections effect pursuant to its terms, provided however, that the rights and obligations of the parties under this Agreement which that by their nature would continue beyond the terminationexpiration of this Agreement, cancellation shall survive any termination or expiration of the Agreement this Agreement, including but not limited to provisions concerning confidentiality and intellectual property rights.

Term and Termination. 9.1 Each Order for Services 8.1. This Agreement shall take effect on commence as of the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, continue indefinitely unless terminated sooner in accordance with these Termsthis Article 8. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing 8.2. This Agreement shall terminate upon the first to occur of: (i) The expiration of thirty (30) days’ prior written days after the giving of notice to by the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either non-breaching party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in of a material breach of any of its obligations under the Agreement or an Order andprovisions of this Agreement, in the case of a breach which is capable of remedy, fails to remedy provided that such breach is not cured within such thirty (30) day period. The parties agree that any breach of Article 4 is inherently incurable and shall give DSPSE the right to terminate this Agreement immediately; (ii) By written notice of either party if the other, without curing the condition within thirty (30) days of notice the event, ceases doing business as a going concern, becomes insolvent, makes an assignment for the benefit of the breach; or b. voluntarily creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes in bankruptcy, is subject to an administration order; enters into involuntary petition in bankruptcy which is not dismissed with ten (10) days, is adjudicated bankrupt or insolvent, or files or has filed against it a petition seeking any voluntary reorganization, arrangement with its creditors; ceases or threaten to cease to carry on business; composition, under any present or is subject to any analogous event future statute, law or proceeding in any applicable jurisdictionregulation. 9.4 In 8.3. Notwithstanding anything contained herein to the event We terminate an Order pursuant contrary, all licenses of the Developer Product acquired by end-users which conform to Section 9.3 or You terminate an Order for convenience the terms of this Agreement, shall survive termination of this Agreement if granted in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in good faith during the form term of allotments/contingents) this Agreement. All provisions of this Agreement regarding indemnification, warranty, liability and limits thereon, records retention and audit, and confidentiality and/or protection of proprietary rights and trade secrets shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of survive termination You have not yet called off all Serviceshereof. 9.5 8.4. Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party , shall immediately return to the other all papers, materials, Confidential Information and other properties not relieve either of the other held by it in connection with the performance parties of the Services; (ii) You shall promptly their respective obligations to pay Us for all Services provided and Fees and expenses any monies due up or which become due as of or subsequent to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until (i) expiry of the last Valid Claim or (ii) ten (10) years from the First Commercial Sale of the Product provided that the System Know-How and/or CDACF Version 8.8 Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written ' notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the breach; or b. voluntarily files relevant Party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver administrator appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza) or disputes or knowingly, directly or indirectly, assists any Third Party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires or is terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all Vectors, Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-How, all System Know-How and all CDACF Version 8.8 System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza provided however that the Licensee and Sublicensees shall have the right to sell or otherwise dispose of all Product then on hand, subject to any analogous event the payment of royalties and the other terms of this Agreement. 10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the Parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain in full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services 7.1. This Agreement shall take effect be commence on the Order date on which You accept the Advertiser Terms of Service upon your registration in Mintegral Platform and shall remain in full force and effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner by either Party in accordance with these Termsthis Agreement, whichever is earlier (the “Term”). 9.2 Unless otherwise stated in an Order, each Order for Services 7.2. Each Party acknowledges and agrees that this Agreement may be terminated for convenience by the mutual written agreement of the Parties. Either Party may terminate this Agreement upon the material breach of this Agreement by the other Party hereto if the breaching Party fails to cure the breach within 30 days after receiving written notice of such breach from the non-breaching party. Notwithstanding anything to the contrary, Mintegral reserves the right to discontinue Service, and/or terminate this Agreement with You at any time, without liability to You, if Mintegral reasonably suspects any of Client’s breach of this Agreement. 7.3. If there occurs any Adverse Change of Law, the Parties agree to use their best efforts and to cooperate with each other to amend this Agreement either to bring it into conformity with the requirements of the Adverse Change of Law or to seek an alternative way to comply with the Adverse Change of Law. For purposes of this Agreement, an Adverse Change of Law also includes any change any applicable law which adversely affects Mintegral’s ability to render Service to Client in any country of the Territory. If the Parties are unable to amend this Agreement pursuant to this Section 7.3 in a manner acceptable to both Parties, either Party may terminate this Agreement by providing thirty (30) 30 days’ prior written notice to the other Party. 9.3 Without prejudice 7.4. In addition to or in lieu of any other rights or remedies remedy to which We or You Mintegral may be entitled, either party may terminate an Order or entitled under this Agreement or under applicable Law, Mintegral may, at its option, without liability to or penalty, suspend the other at fulfillment of or cancel any time with immediate effect upon written notice Service: (a) if the other party: a. is in material breach Client has not made payment of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails amounts owed to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Mintegral in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 5 of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or ; (b) if this Agreement for any reason: (i) each party shall immediately return is terminated due to the other all papers, materials, Confidential Information and other properties Client’s breach in accordance with Section 7.2 above or if Mintegral has provided Client with a notice of the other held by it breach of this Agreement in connection accordance with the performance of the ServicesSection 7.2 above; (iic) You shall promptly pay Us if this Agreement is terminated for all Services provided and Fees and expenses due up to the date Adverse Change of termination; and (iii) neither party shall have any further right or obligation Law in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement 7.3 above.

Term and Termination. 9.1 Each Order for Services ‌ 10.1 The Contract shall take effect commence on the Order date the Contract Details are signed by the Customer and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis clause 10. 9.2 Unless otherwise stated in an Order10.2 If either party wishes to terminate the Contract, each Order it shall provide the other party with 20 Business Day’s written notice (for Services the avoidance of doubt, if the Customer is terminating the Contract, this shall mean notice equivalent to one billing cycle).‌ 10.3 Without affecting any other right or remedy available to it, either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment; (b) the other party commits a material or persistent breach of any other rights term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so; (c) the other party suspends, or remedies threatens to which We suspend, payment of its debts or You may be entitled, either party may terminate an Order is unable to pay its debts as they fall due or this Agreement without admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;‌ (d) the other at any time with immediate effect upon written notice if party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party: a. 's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in material breach of any of its obligations under jeopardy. (f) the Agreement or other party (being an Order and, in individual) is the case subject of a breach which is capable of remedybankruptcy petition, fails to remedy such breach within thirty application or order;‌ (30g) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event occurs, or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersis taken, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out party in this Section and in such Sections any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Agreement which events mentioned in clause 10.3(c) to 10.3(f) (inclusive); or 10.4 On termination of this agreement by their nature would continue beyond the terminationService Provider pursuant to clause 10.2, cancellation or expiration all licences granted by the Service Provider under this agreement shall terminate immediately. 10.5 On termination by the Service Provider under clause 10.2 the Service Provider shall return to the Customer the Site Software and all Content and shall provide to the Customer an electronic copy of the Agreement Website (including all Content on the Website).‌ 10.6 Subject to clause 10.5 only, the Service Provider shall not be required to provide assistance to transfer the hosting of the Website to the Customer or another service provider, except unless the Customer agrees to pay for such a service. 10.7 To the extent that the Customer has made payment of the Charges for a full calendar year and the year has not lapsed at the time the Contract is terminated the Service Provider shall refund the Customer the Charges pro-rata to the unelapsed period, but subject to the deduction of a break fee equivalent to 2 months’ worth of Charges. 10.8 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

Term and Termination. 9.1 Each Order for Services (a) This Agreement shall take effect have an initial term beginning on the Order date Effective Date and remain in effect until any agreed end date specified in ending on January 31, 2020 (the Order or until all Services under such Order have been provided“Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated sooner in accordance with these Termsthe provisions hereof. 9.2 Unless otherwise stated (b) This Agreement shall terminate immediately upon the expiration or earlier termination of either the Loan Sale Agreement or the Servicing Agreement. (c) Bank shall have the right to terminate this Agreement immediately upon written notice to Company if: (1) based upon the opinion of counsel, Bank’s continued participation in the Program would be in violation of Applicable Law or has been prohibited pursuant to an Orderorder or other action, each Order for Services may be terminated for convenience including any letter or directive of any kind, by either a Regulatory Authority; (2) a Regulatory Authority with jurisdiction over Bank has provided, formally or informally, concerns about the Program and Bank determines, in its sole discretion, and based upon the opinion of counsel, that its rights and remedies under this Agreement are not sufficient to protect Bank fully against the potential consequences of such concerns; (3) a fine or penalty has been assessed against Bank by a Regulatory Authority in connection with the Program, including as a result of a consent order or stipulated judgment; (4) Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of the Loan Sale Agreement or Section 3.2(d) of the Servicing Agreement and fails to cure such default within one (1) Business Day of receiving notice of such default from Bank; (ii) if Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of the Loan Sale Agreement or Section 3.2(d) of the Servicing Agreement more than once in any three (3) month period; or (iii) if Company fails to maintain the Required Balance in the Collateral Account as required by Schedule 31 of the Loan Sale Agreement; or (5) there is a Change of Control of Company and the Bank exercises its termination right pursuant to this clause (5) not later than forty-five (45) days following receipt of the Company’s notice of such Change of Control of Company. (d) A Party by providing thirty (30) days’ prior shall have a right to terminate this Agreement immediately upon written notice to the other Party.Party in any of the following circumstances: 9.3 Without prejudice to (1) any representation or warranty made by the other rights or remedies to which We or You may be entitled, either party may terminate an Order or Party in this Agreement without liability to the other at shall be incorrect in any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach respect and shall not have been corrected within thirty (30) days Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of the breach; or b. voluntarily files a petition under bankruptcy trustee, receiver, liquidator, conservator, custodian, or insolvency law; has a receiver or administrative receiver appointed over other similar official of it or any substantial part of its assets; passes a resolution for winding-up) property, or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject shall consent to any analogous event such relief or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other all paperssimilar official or to any involuntary case or other similar proceeding commenced against it, materialsor shall make a general assignment for the benefit of creditors, Confidential Information and other properties or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .foregoing;