Common use of Term and Termination Clause in Contracts

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer Party may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit B and such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer Party. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. (a) The term of this 12.1 This Agreement commences shall become effective as of the Effective Date anddate first above written (the "EFFECTIVE DATE"), unless subject to its approval or acceptance for filing by the FERC (if applicable) or if filed unexecuted, upon the date specified by the FERC, and shall continue in effect for twenty (20) years thereafter. 12.2 This Agreement shall not merge with or be terminated earlier pursuant to or superseded by any future agreement between the Parties that does not specifically so provide. 12.3 In the event either National Grid or Municipal abandons its work or facilities under this Agreement; becomes insolvent; or assigns or sublets this Agreement in a manner inconsistent with this Agreement, or is violating any of the material conditions, terms, obligations, or covenants of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time is not performing this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin good faith, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior by providing written notice. Before instituting proceedings before FERC to terminate the Agreement, National Grid must give Municipal written notice of the reasons for termination. If, within a period of ten (10) Calendar Days of receiving such notice, Municipal or National Grid cures the default or breach cited by the other in such written notice, to each other Partythe reasonable satisfaction of the Party that provided such notice, and shall have complied with the provisions of this Agreement, such notice shall become null and void and of no effect. Otherwise, such notice shall remain in effect and, except to the extent expressly provided for herein, the obligations of the Parties under this Agreement shall terminate ten (10) Calendar Days after such notice was provided. 12.4 In the event of a billing dispute between National Grid and Municipal, National Grid shall not remove the Interconnection Facilities or any part of the National Grid Transmission System from service or terminate transmission service thereon unless specifically authorized to do so under Applicable Laws and Regulations. Municipal shall not be in default under this Agreement as long as Municipal: (ci) No termination or expiration continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XXI of this Agreement and pays into an independent escrow account the portion, of any invoice in dispute, pending resolution of such dispute. If Municipal fails to meet the foregoing two requirements, then a default shall be deemed to exist, to which appropriate procedures set forth in this Article XII shall apply. 12.5 Termination of this Agreement shall affect not relieve Municipal or National Grid of any of its liabilities and obligations arising hereunder prior to the ongoing date termination becomes effective, and Municipal or National Grid may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder. The rights specified herein are not exclusive and shall be in addition to all other remedies available to either Party, either at law or in equity, for default or breach of any provision of this Agreement; provided, however, that in no event shall National Grid or Municipal be liable for any incidental, special, indirect, exemplary or consequential costs, expenses, or damages sustained by the other, as provided for in Article XXII hereto. 12.6 If a Party provides to the other written notice of termination pursuant to Section 12.3 and, in accordance therewith, such notice remains in effect ten (10) Calendar Days after such notice was provided (thereby terminating the obligations of Issuer the Parties under this Agreement), the Party that received such notice shall be liable to make payments the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or relating to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had termination of this Agreement. 12.7 In the event of termination of this Agreement remained in effect until expiration without a superseding agreement governing the interconnection of Municipal and National Grid, National Grid, at its sole option, will physically disconnect Municipal from the Term will become immediately due and payable upon terminationNational Grid Transmission System. National Grid may return the Transmission System to its original state prior to this Agreement, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and or all references of National Grid Interconnection Facilities equipment. Municipal shall bear the costs of disconnecting any facilities solely used for the interconnection of Municipal to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringNational Grid Transmission System.

Term and Termination. 11.1 This Agreement may be terminated by the Dealer Manager, on the one hand, or the Corporation and the Adviser acting together, on the other, in the event that (a) The term the Corporation or the Adviser, on the one hand, or the Dealer Manager, on the other, shall have materially failed to comply with any of the material provisions of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstandingthe Corporation or the Adviser, NCPS on the one hand, or the Dealer Manager, on the other, materially breaches any of its representations and warranties contained in this Agreement and, in the case of the Corporation or the Adviser, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement for cause immediately without notice to Issuer Party upon: under this sentence unless such failure(s) or breach(es) under clause (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party above is or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is are not cured within 10 thirty (30) days after such party has delivered notice of receipt of written notice thereof (intent to the extent it can be cured), including, but not limited to, any failure to pay any amount terminate under this Agreement when due; or (d) if Issuer Party ceases regular operations or files Section 11.1. In any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actcase, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect expire at the ongoing obligations close of Issuer Party to make payments to NCPS in accordance with business on the terms hereunder and such obligations Termination Date. 11.2 The Dealer Manager, upon the expiration or termination of this Agreement, shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove (i) promptly deposit any and all references funds, if any, in its possession which were received from investors for the sale of Offered Shares into the appropriate account designated by the Corporation, (ii) promptly deliver to NCPS from any the Corporation all records and documents in its possession which relate to the Offering Documentand are not designated as dealer copies, cease (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering, and (iv) notify Selected Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents, but shall keep all such information confidential. The Dealer Manager shall use of NCPS intellectual property and no longer refer its best efforts to NCPS in connection cooperate with the offeringCorporation to accomplish an orderly transfer of management of the Offering to a party designated by the Corporation. 11.3 Upon expiration or termination of this Agreement, the Corporation shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 4 at such time as such compensation becomes payable.

Term and Termination. (a) The term of this 12.1 This Agreement commences shall become effective as of the Effective Date anddate first above written (the "EFFECTIVE DATE"), unless subject to its approval or acceptance for filing by the FERC (if applicable) or if filed unexecuted, upon the date specified by the FERC, and shall continue in effect for twenty (20) years thereafter. 12.2 This Agreement shall not merge with or be terminated earlier pursuant to or superseded by any future agreement between the Parties that does not specifically so provide. 12.3 In the event either National Grid or Municipal abandons its work or facilities under this Agreement; becomes insolvent; or assigns or sublets this Agreement in a manner inconsistent with this Agreement, or is violating any of the material conditions, terms, obligations, or covenants of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time is not performing this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin good faith, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior by providing written notice. Before instituting proceedings before FERC to terminate the Agreement, National Grid must give Municipal written notice of the reasons for termination. If, within a period of ten (10) Calendar Days of receiving such notice, Municipal or National Grid cures the default or breach cited by the other in such written notice, to each other Partythe reasonable satisfaction of the Party that provided such notice, and shall have complied with the provisions of this Agreement, such notice shall become null and void and of no effect. Otherwise, such notice shall remain in effect and, except to the extent expressly provided for herein, the obligations of the Parties under this Agreement shall terminate ten (10) Calendar Days after such notice was provided. 12.4 In the event of a billing dispute between National Grid and Municipal, National Grid shall not remove the Interconnection Facilities or any part of the National Grid Transmission System from service or terminate transmission service thereon unless specifically authorized to do so under Applicable Laws and Regulations. Municipal shall not be in default under this Agreement as long as Municipal: (ci) No termination or expiration continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XXI of this Agreement and pays into an independent escrow account the portion, of any invoice in dispute, pending resolution of such dispute. If Municipal fails to meet the foregoing two requirements, then a default shall be deemed to exist, to which appropriate procedures set forth in this Article XII shall apply. 12.5 Termination of this Agreement shall affect not relieve Municipal or National Grid of any of its liabilities and obligations arising hereunder prior to the ongoing date termination becomes effective, and Municipal or National Grid may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder. The rights specified herein are not exclusive and shall be in addition to all other remedies available to either Party, either at law or in equity, for default or breach of any provision of this Agreement; provided, however, that in no event shall National Grid or Municipal be liable for any incidental, special, indirect, exemplary or consequential costs, expenses, or damages sustained by the other, as provided for in Article XXII hereto. 12.6 If a Party provides to the other written notice of termination pursuant to Section 12.3 and, in accordance therewith, such notice remains in effect ten (10) Calendar Days after such notice was provided (thereby terminating the obligations of Issuer the Parties under this Agreement), the Party that received such notice shall be liable to make payments the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or relating to NCPS in accordance with the terms hereunder termination of this Agreement. 12.7 In the event of termination of this Agreement, National Grid, at its sole option and such obligations shall surviveat Municipal's expense, will physically disconnect Municipal from the National Grid Transmission System. Amounts that would have become payable had National Grid may return the Transmission System to its original state prior to this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationAgreement, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and or all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringNational Grid Interconnection Facilities equipment.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer Party may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit B such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer Party. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party or Manager upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or Manager or any of their affiliates; (bii) conduct by Issuer Party or Manager or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party or Manager of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit C and such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party or Manager to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due Issuer and payable upon termination, and Issuer Party Manager shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit BC, Section 9 or Section 10. In addition, Issuer Party and Manager shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (a30) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until DFAS, the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement Adviser or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days’ prior written notice to Issuer Party upon: the Company, unless the Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement if such breach or is not cured within 10 days the subject of receipt material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice thereof (to the extent it can be cured)Fund, includingthe Adviser and DFAS, but not limited toif the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 cause on not less than sixty (60) days’ prior written notice to each all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party.’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) No termination any action taken by federal, state or expiration other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement shall affect Agreement. 8.11 Notwithstanding the ongoing obligations termination of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationAgreement, and Issuer each Party shall pay or shall cause continue for so long as any Contracts remain outstanding to be paid perform such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or its duties hereunder as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any are necessary to ensure the continued tax status thereof and all references to NCPS from any Offering Document, cease use the payment of NCPS intellectual property and no longer refer to NCPS in connection with the offeringbenefits thereunder.

Term and Termination. (a) The term of this This Agreement commences as of will become effective upon the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsdate first set forth above, will continue in effect until throughout the first to occur term of the final closing Distribution Agreement, and will terminate automatically upon any termination of the Offering and/or Distribution Agreement; provided, however, that, notwithstanding such termination of the disbursement of Distribution Agreement, the Adviser will continue to pay to Distributor all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court fees to which Distributor is entitled pursuant to Section 5 or Section 8 hereof (“Term”), at which time this the Distribution Agreement shall terminate for services performed through such termination date and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsany other fees payable upon such termination. (b) NotwithstandingThis Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the Financial Industry Regulatory Authority (“FINRA”) (the successor organization to the National Association of Securities Dealers, NCPS Inc.), and the Adviser may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPSin the event the Distributor’s current business, prospective business or professional reputation; FINRA membership is suspended. (c) In addition, either party may immediately terminate this Agreement in whole or if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any material breach by Issuer Party of applicable law, or with the service and payment model remaining substantially as reflected herein, a substantial risk that such a violation could occur would be incurred. (d) In addition, either party may immediately terminate this Agreement if such it has “Cause” to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not cured remedied within 10 30 days of receipt of after the party wishing to terminate gives the breaching party written notice thereof of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of criminal or unethical behavior in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueconduct of its business; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any class thereofbankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for purposes of effecting a moratorium upon the other party or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this This Agreement commences as of will become effective upon the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsdate first set forth above, will continue in effect until throughout the first to occur term of the final closing Distribution Agreement, and will terminate automatically upon any termination of the Offering and/or Distribution Agreement; provided, however, that, notwithstanding such termination of the disbursement of Distribution Agreement, the Adviser will continue to pay to Distributor all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court fees to which Distributor is entitled pursuant to Section 5 or Section 8 hereof (“Term”), at which time this the Distribution Agreement shall terminate for services performed through such termination date and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsany other fees payable upon such termination. (b) NotwithstandingThis Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the NASD, NCPS and the Adviser may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; in the event the Distributor's NASD membership is suspended. (c) In addition, either party may immediately terminate this Agreement in whole or if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any material breach by Issuer Party of applicable law, or with the service and payment model remaining substantially as reflected herein, a substantial risk that such a violation could occur would be incurred. (d) In addition, either party may immediately terminate this Agreement if such it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not cured remedied within 10 thirty (30) days of receipt of after the party wishing to terminate gives the breaching party written notice thereof of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of criminal or unethical behavior in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueconduct of its business; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any class thereofbankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for purposes of effecting a moratorium upon the other party or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. This Agreement shall become effective upon its execution, and: (a) The term this Agreement may be terminated at any time, without payment of any penalty, (i) by Adviser, (ii) by the Board or (iii) by vote of a majority of the outstanding voting securities of the Fund, in each case by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to Subadviser, or immediately in the event that (t) key investment personnel leave Subadviser and Adviser concludes that the loss of the services of such personnel could materially adversely affect Subadviser's performance hereunder, (u) Subadviser or key investment personnel of Subadviser are indicted for a felony involving moral turpitude or that could cause material harm to Subadviser or its reputation, (v) key investment personnel of the Subadviser are or become ineligible to serve in the capacity of employee, officer, director, member of an advisory board or principal underwriter for any registered investment company under Section 9 of the 1940 Act, or any successor provision, or the rules or regulations promulgated thereunder, (w) the commencement of enforcement proceedings against Subadviser or any employee of Subadviser by the SEC, the Commodity Futures Trading Commission or any state securities regulator, (x) actions or omissions shall have resulted in the imposition of sanctions against Subadviser or any employee of Subadviser under the Advisers Act, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the 1940 Act, the Commodity Exchange Act or any state securities law, or the rules or regulations promulgated thereunder, (y) failure of Subadviser or its employees to maintain required licenses and registrations to perform duties hereunder, or (z) Subadviser commits a material breach of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant or there is a material failure by Subadviser to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsperform its duties hereunder. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct may be terminated by Issuer Party or Subadviser at any of their affiliates; (b) conduct time by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of less than 180 days' written notice thereof (delivered or mailed by registered mail, postage prepaid, to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.Adviser; (c) No termination or expiration of unless otherwise terminated, this Agreement shall affect continue in effect for two years from the ongoing obligations date of Issuer Party execution, and from year to make payments to NCPS year thereafter so long as such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board who are not interested persons of the Fund or Adviser or Subadviser, cast in accordance with person at a meeting called for the terms hereunder and purpose of voting on such obligations shall survive. Amounts that would have become payable had approval; and (d) this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or terminate automatically as otherwise set forth in Exhibit B, Section 9 or Section 1011. In additionthe event that this Agreement is terminated, Issuer Party Subadviser agrees to cooperate with Adviser and any successor subadviser to Subadviser and provide such information or take such other action as may be reasonably requested by Adviser in order to ensure continuous, high quality services are provided to the Fund; provided, however, that it is understood that Subadviser shall remove not be responsible for any and all references to NCPS from act or omission of Adviser or any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuccessor subadviser.

Term and Termination. 14.1 You may use the Software for the Licence Period. You will not be allowed to use the Software after the Licence Period ends unless we extend your right to use it. The way we extend your right to use the Software will depend on the Software you are using. We (aor your supplier) The term of will tell you how to extend your right to use the Software in each case. 14.2 You may end this Agreement commences as of agreement at any time by writing to tell us and once acknowledged by us, the Effective Date and, unless terminated earlier pursuant agreement may end. Such termination will mean all sums owed to us become immediately due and you will not be entitled to any of this Agreement’s express provisionsrefund. If you are paying for technical support or any other service from us and you want to end that service, will continue in effect until you should read the first terms for that support or service to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant find out how to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsstop that particular service. (b) Notwithstanding14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause agreement immediately without notice liability to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other if: 14.3.1 the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; (b) conduct or 14.3.2 an order is made or a resolution is passed for 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; or 14.3.3 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 Issuer Party the other party or its directors or by a qualifying floating charge holder; or 14.3.4 a receiver is appointed over any of their affiliates that may jeopardize NCPS’s current businessthe other party's assets or undertaking, prospective business or professional reputation; (c) any material breach by Issuer Party if circumstances arise which entitle a court of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (competent jurisdiction or a creditor to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; appoint a receiver or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter manager of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party, or if any other federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or 14.3.5 the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or 14.3.6 the other party ceases, or threatens to cease, to trade; or 14.3.7 the failure other party takes or suffers any similar or analogous action in any jurisdiction in consequence of Issuer Party generally debt. 14.4 If you have purchased a licence to pay its debts on use the Software for a timely basis. Any Party specified period of time, rather than a perpetual licence period, we may terminate end this Agreement for any other or no reason with 90 days’ prior agreement by giving you thirty days written notice to each other Party. (c) No termination or expiration at any time. If we do, we will refund an amount being the proportion of the unexpired period of the term of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringagreement.

Term and Termination. 15.1 The right for the Customer’s Authorised Users to access the Software granted by this agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Go Live Sign Off Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (a) The term each a Renewal Period), unless: either party notifies the other party, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, that automatic renewal will not apply, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or otherwise terminated in accordance with the provisions of this Agreement commences as of agreement; and the Effective Date and, unless terminated earlier pursuant Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 15.2 Without prejudice to any of this Agreement’s express provisionsother rights or remedies to which the parties may be entitled, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS either party may terminate this Agreement agreement with immediate effect without liability to the other if: the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or an order is made or a resolution is passed for cause immediately without 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; or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or 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 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 15.3 Subject to clause 15.4, the Customer may at any time during the Implementation Period and prior to the Go Live Sign Off Date serve on iplicit a notice of not less than 10 working days to terminate all its rights pursuant this agreement. 15.4 Upon serving a notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of terminate this Agreement if such breach is not cured agreement pursuant to clause 15.3 the Customer shall be liable to pay to iplicit the Implementation Fees and shall pay the same within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party iplicit’s invoice. 15.5 The Customer may terminate this Agreement for any other or no reason with 90 days’ prior agreement upon giving written notice to each other Partyiplicit of not less than 3 months accompanied by payment of the outstanding Subscription Fees due for the remainder of the Subscription Term. (c) No 15.6 On termination or expiration of this Agreement agreement for any reason: all licences granted under this agreement shall affect immediately terminate; each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the ongoing obligations other party; iplicit may destroy or otherwise dispose of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration any of the Term Customer Data in its possession unless iplicit receives, no later than 10 days after the termination of this agreement, a written request for the delivery to the Customer of the then most recent backup, or a single retained backup from a previous period as specified by the Customer, of the Customer Data. iplicit shall use reasonable commercial endeavours to deliver the backup to the Customer within 7 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 (whether or not due at the date of termination). The Customer shall pay all reasonable fees and expenses, as set out in the Backup Policy, incurred by iplicit in returning or disposing of Customer Data; iplicit will delete all of the Customer Data in its possession, no later than 14 days after receiving a written request from the Customer to do so. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and all unpaid invoices from iplicit shall become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringpayable.

Term and Termination. (a) The term of this This Agreement commences as of will become effective on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will and shall continue in effect until for the first to occur period set forth in the Main Agreement unless otherwise terminated or canceled as provided herein. This Agreement shall automatically renew for one or more renewal terms of one (1) year each at the end of the final closing initial term of any renewal term unless either party tenders written notice of its intent to terminate at least thirty (30) days prior to the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsscheduled expiration date. (b) NotwithstandingEither party hereto may, NCPS may at is option, and without notice, terminate this Agreement for cause immediately without notice Agreement, effective immediately, should the other party hereto (i) admit in writing its inability to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliatespay its debts generally as they become due; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the convening by Issuer Party filing of a meeting petition of its creditorsbankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or any class thereof, for purposes consent to the filing of effecting a moratorium upon or extension or composition of its debtspetition seeking such reorganization; or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the failure liquidation of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other such party's property or no reason with 90 days’ prior written notice to each other Partybusiness affairs. (c) No termination or In the event that either party commits a material breach of its obligations hereunder, the other party may, at its option, terminate this Agreement, by thirty (30) days written notice of termination, which notice shall identify and describe the basis for such termination; provided, however, that if, prior to expiration of such period, the defaulting party cures such default, termination shall not take place. (d) Upon any termination of this Agreement Agreement, Sections III and XV shall affect survive the ongoing obligations termination of Issuer Party this Agreement. Licensee shall immediately return to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Liquid Audio all copies of the Term will become immediately due LMN Logo and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any Artwork and all references other Liquid Audio materials in Licensee's possession or control. Licensee shall deactivate all Links to NCPS from the LMN Sites and shall not create any Offering Document, cease use links thereto without the prior consent of NCPS intellectual property and no longer refer to NCPS in connection with the offeringLiquid Audio.

Term and Termination. (a) The term of this 15.01 This Agreement commences as of shall become effective on the Effective Date andand shall, unless sooner terminated earlier pursuant to by any other provision of this Agreement’s express provisions, will continue remain in full force and effect until for as long as Kissei, or its Affiliates or its Authorized Sublicensees, continues to sell or have sold the first to occur of the final closing of the Offering and/or the disbursement of all amounts Product in the Escrow Funds or deposit of all amounts Territory. 15.02 Notwithstanding the stipulation in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)paragraph 15.01 hereof, at which time this Agreement shall terminate upon the occurrence of any of the following itemized events: (i) Either party commits a material default or breach of any material term in this Agreement, and NCPS shall have no further obligation the other party gives notice to the party specifying the term or liability whatsoever with respect condition which is alleged as the basis of the default. If the defaulting party fails to correct or cure the default within sixty (60) days after receipt of said notice, this Agreement may be terminated by the non-defaulting party by the giving of a final notice of termination to the defaulting party. The parties may mutually agree to extend the time period for the defaulting party to correct or cure the Escrow Funds.default; or (bii) NotwithstandingEither party files in any court or agency pursuant to any statute or regulation pertaining to bankruptcy, NCPS may terminate this Agreement insolvency, or payment of debts, of any state or country, a petition in bankruptcy or insolvency or for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance reorganization or willful misconduct by Issuer Party for an arrangement or any for the appointment of their affiliates; (b) conduct by Issuer Party a receiver or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter trustee of the Federal Bankruptcy Act, the Federal Bankruptcy Codeparty or of its assets, or if either party proposes a written agreement of composition or extension of its debts, or if either party shall be served with an involuntary petition against it, filed in any other federal insolvency proceeding and such petition shall not be dismissed within sixty (60) days after the filing thereof, or state law relating if either party shall propose or be a party to insolvencyany dissolution or liquidation, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; if either party shall make an assignment for the benefit of creditors; or (iii) Kissei decides, at its sole discretion, to cease development or marketing of the convening Modified Protein and the Product in the Territory and provides written notice to Protox thereof, provided that if such termination is after commercial launch of the Product, Kissei shall provide six (6) months prior written notice of such decision to terminate this Agreement to allow Protox to find a new partner in the Territory. 15.03 Upon the termination of this Agreement for the reason of the fact of default or breach by Issuer Party Kissei under paragraph 15.02(i), for the reason of a meeting of its creditorsany event described in paragraph 15.02(ii) occurring in relation to Kissei, or if Kissei terminates the Agreement pursuant to paragraph 15.02(iii), Kissei shall return to Protox any class thereofdocuments that embody the Technical Information of Protox, without delay, including copies, excerpts and the like as disclosed by Protox under this Agreement. Further, Kissei shall assign to Protox the Trademark registration for the Product stipulated in paragraph 7.02. 15.04 Upon the termination of this Agreement for the reason of the fact of default or breach by Kissei under paragraph 15.02(i), for purposes the reason of effecting a moratorium upon any event described in paragraph 15.02(ii) occurring in relation to Kissei, or extension or composition if Kissei terminates the Agreement pursuant to paragraph 15.02(iii), Kissei shall notify Protox as to the amount of the Bulk Product and the Product Kissei and its debts; or Affiliates and Authorized Sublicenses then have on hand, the failure sale of Issuer Party generally which would, but for the termination, be subject to royalty, and, if they so wish, Kissei, its Affiliates and its Authorized Sublicensees shall thereupon be permitted to sell that amount of the Bulk Product and the Product, provided that Kissei shall pay its debts on a timely basis. Any Party may terminate the royalty due thereon to Protox. 15.05 Termination of this Agreement for any reason shall be without prejudice to: (i) the obligations of confidentiality provided for in Article 13 hereof; (ii) Protox’s right to receive all payments of the royalties accrued under Article 5 hereof (except in the event of a Protox default or breach); (iii) Protox’s right of inspecting books and account of Kissei, its Affiliates and its Authorized Sublicensees relative to the calculation of royalty payments for the Royalty Period and thereafter occurring prior to the date of termination; provided, however, that in the event of a Protox default or breach, the right to inspect Kissei’s books and account shall only exist for one (1) year after the date of termination, and in such case all audit rights under this Agreement shall expire on the date which is one (1) year after the date of termination; (iv) the obligations of indemnification provided for in paragraph 21.01 and 21.02; (v) the obligations of Kissei to provide Protox as per paragraph 3.04 hereof with the Technical Information of Kissei obtained before the termination of this Agreement; and (vi) any other remedies which either party may then or no reason with 90 days’ prior written notice to each other Partythereafter have hereunder or otherwise (except in the event of a Protox default or breach). (c) No 15.06 Upon the termination or expiration of this Agreement for the reason of the fact of default or breach by Kissei under paragraph 15.02(i), for the reason of any event described in paragraph 15.02(ii) occurring in relation to Kissei, or if Kissei terminates the Agreement pursuant to paragraph 15.02(iii), Kissei shall, and shall affect cause its Affiliates and its Authorized Sublicensees to provide Protox and/or its Affiliates and/or any Third Party appointed by Protox (hereinafter referred to as the ongoing obligations “Transferee”) with reasonable assistance, excluding financial assistance, in the transfer, to the extent permissible under the laws or regulations of Issuer Party the Territory, to make payments the Transferee of the marketing approvals and Registration or any other authorization, approval or license which Kissei, its Affiliates or its Authorized Sublicensees have with respect to NCPS the Product in accordance the Territory. Such assistance shall include, among others, an authorization by Kissei or its Affiliate or its Authorized Sublicensees given to the Transferee to access the marketing approvals and Registration filed by Kissei or its Affiliates or its Authorized Sublicensees with the terms hereunder competent health authorities with respect to the Product in the Territory, the provision by Kissei, if necessary, to the Transferee of the Technical Information of Kissei and such obligations shall survive. Amounts that would have become payable had this Agreement remained other acts which the Transferee may reasonably request Kissei in effect until expiration of order to transfer the Term will become immediately due marketing approvals and payable upon termination, and Issuer Party shall pay or shall cause Registration with respect to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth the Product in Exhibit B, Section 9 or Section 10the Territory. In addition, Issuer in the event of any such termination described above, Kissei will transfer to Protox all material, documents and the Technical Information of Kissei related to the Product, and Kissei hereby grants to Protox a paid-up, perpetual, exclusive, world-wide license to use such Technical Information and Improvements of Kissei to make, use, sell, offer for sale, commercialize and develop the Products. 15.07 Upon the termination of this Agreement for the reason of the fact of default or breach by Protox under paragraph 15.02(i), or for the reason of any event described in paragraph 15.02(ii) occurring in relation to Protox, Protox shall return to Kissei any documents that embody the Technical Information of Kissei, without delay, including copies, excerpts and the like as disclosed by Kissei under this Agreement. 15.08 If (a) Protox commits a material default or breach of any material term in this Agreement, (b) Kissei gives notice to Protox specifying the term or condition which is alleged as the basis of the default, (c) Protox fails to correct or cure the default within sixty (60) days after receipt of said notice, (d) Kissei obtains an award of damages against Protox arising from such default pursuant to Article 18 (the “Award”), (e) Kissei elects not to terminate this Agreement under paragraph 15.02 (i) pursuant to such default, and (f) Protox does not pay such damages within ninety (90) days of the date of the Award, then Kissei may, in its sole discretion and for so long as the Award remains unpaid reduce the Royalty Rate to [*…***…]. In such case Protox shall disclose to Kissei the […***…]. The amounts withheld from Protox by Kissei under this paragraph 15.08 shall be credited to the Award until the Award has been so paid in full. Upon full payment of the Award, the foregoing Royalty Rate reduction shall end and Kissei shall resume full royalty payments to Protox under this Agreement. 15.09 Upon the termination of this Agreement for the reason of any event described in paragraph 15.02(ii) occurring in relation to Protox, Protox shall assist Kissei to obtain a direct license with Third Parties that own Third Party patents and any Patents in order for Kissei to make, develop, use, manufacture, have manufactured, import, market, sell, offer for sale the Modified Protein, the Bulk Product and the Product in the Territory. In addition, Protox shall remove any transfer to Kissei copies of all material, documented Technical Information of Protox related to the Modified Proteins and all references the Bulk Product and trademark registered by Protox and Protox hereby grants to NCPS from any Offering DocumentKissei a paid-up, cease perpetual, exclusive license to use such Technical Information of NCPS intellectual property Protox and no longer refer trademark registered by Protox to NCPS make, develop, use, manufacture, have manufactured, import, market, sell, offer for sale the Modified Proteins, the Bulk Product and the Product in connection with the offeringTerritory.

Term and Termination. 10.1 This Agreement will be in effect until all outstanding Order Forms have expired to been terminated in accordance with this Agreement. Each Order Form will be in effect for a period of one (a1) The term of this Agreement commences as of year from the Effective Date and(the “Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Subscription Term”). During the Subscription Term, at which time this Agreement shall Customer may purchase Subscriptions for additional Servers pursuant to an Order Form and such Subscriptions will be co-terminus with the then-current Subscription Term. Either party may elect not to renew an Order Form by providing the other party with no less than sixty (60) days’ notice prior to the commencement of a Renewal Term. The expiration or termination of an Order Form or SOW will not terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS any other Order Form in effect. Either party may terminate this Agreement for cause immediately without notice to Issuer Party uponAgreement, Order Forms and SOWs with immediate effect: (a) fraudin the event that the other party breaches this Agreement and does not cure such breach within thirty (30) days following of written notice of such breach, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates in the event that may jeopardize NCPS’s current the other party ceases business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is becomes insolvent or bankrupt or the entry if a receiver, examiner, administrator or administrative receiver is appointed over any part of an order for relief that party’s business or if anything analogous occurs in relation to that party under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit laws of creditors; the convening by Issuer Party of a meeting of its creditorsanother jurisdiction, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings in relation to such party. 10.2 Sections 2 and 5-9, 10.2, 10.3, and 11 will survive the expiration or termination of this Agreement. 10.3 During the Subscription Term and for one (1) year following termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party (but no more than once in a calendar year), Company and its auditors may inspect Customer’s records relating to make payments to NCPS in accordance with the terms hereunder its reproduction and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration use of the Term Software, Support and Subscription for the purposes of verifying Customer’s compliance with this Agreement. Customer will become immediately due cooperate fully with Company and payable upon terminationits auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, Customer will promptly pay such amount and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Customer will reimburse Company for the cost of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaudit.

Term and Termination. (a) The term of this This Agreement commences as of will become effective upon the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsdate first set forth above, will continue in effect until throughout the first to occur term of the final closing Underwriting Agreement, and will terminate automatically upon any termination of the Offering and/or Underwriting Agreement; provided, however, that, notwithstanding such termination of the disbursement of Underwriting Agreement, the Adviser will continue to pay to Distributor all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court fees to which Distributor is entitled pursuant to Section 5 or Section 8 hereof (“Term”), at which time this the Underwriting Agreement shall terminate for services performed through such termination date and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsany other fees payable upon such termination. (b) NotwithstandingThis Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the Financial Industry Regulatory Authority, NCPS Inc. (“FINRA”) and the Adviser may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPSin the event the Distributor’s current business, prospective business or professional reputation; FINRA membership is suspended. (c) any material breach by Issuer Party of In addition, either party may immediately terminate this Agreement if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or if the service and payment model remaining substantially as reflected herein creates a substantial risk that such a violation could occur or would be incurred. (d) In addition, either party may immediately terminate this Agreement if it has “Cause” to do so, which, for these purposes is defined as being applicable if: (i) the other party materially breaches this Agreement and the breach is not cured remedied within 10 30 days of receipt of after the party wishing to terminate gives the breaching party written notice thereof of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of criminal or unethical behavior in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueconduct of its business; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any class thereofbankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for purposes of effecting a moratorium upon the other party or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this the Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 30 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this the Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit BA, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this ▪ This Agreement commences as of shall be effective on the Effective Date anddate hereof and shall continue, unless terminated earlier pursuant to any of this Agreement’s express provisionssooner in accordance with Clause 2.4(b), will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisCompletion Date. Any ▪ Either Party may terminate this Agreement for upon notice in writing if: ▪ The other is in breach of any other or no reason with 90 days’ prior material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to each do; or ▪ A voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party. 's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (cother than for the purposes of amalgamation or reconstruction) No or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party. ▪ Any termination or expiration of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the ongoing obligations coming into force or the continuance in force of Issuer Party any provision hereof which is expressly or by implication intended to make payments to NCPS come into or continue in accordance with force on or after such termination. Relationship of the terms hereunder Parties ▪ The Parties acknowledge and such obligations agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall survive. Amounts be as an independent contractor and that would have become payable had nothing in this Agreement remained in effect until expiration shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties. Confidentiality ▪ Neither Party will use, copy, adapt, alter or part with possession of any information of the Term other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will become immediately due and payable upon terminationnot apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. Notices ▪ Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, and Issuer first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall pay be deemed to have been made to the other Party, if delivered by: ▪ First class post, 2 days from the date of posting; ▪ Hand or shall cause to be paid such amounts, together with all previously-accrued but not yet paid feesby facsimile transmission, on receipt the date of NCPS’s invoice therefor such delivery or as otherwise set forth in Exhibit Btransmission; and ▪ Electronic mail, Section 9 or Section 10. In addition, Issuer when the Party shall remove any and all references to NCPS from any Offering Document, cease use sending such communication receives confirmation of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuch delivery by electronic mail.

Term and Termination. 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, at least 60 days before the end of the Effective Date andInitial Subscription Term or any Renewal Period, unless terminated earlier pursuant to any of in which case this Agreement’s express provisions, will continue in effect until agreement shall terminate upon the first to occur expiry of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds applicable Initial Subscription Term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made, or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the failure other party within the meaning of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate section 840 of the Income and Corporation Taxes Xxx 0000; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.3 On termination of this Agreement agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other or no reason with 90 days’ prior written notice items (and all copies of them) belonging to each the other Party.party; (c) No the Supplier may destroy or 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 or expiration of this Agreement shall affect agreement, a written request for the ongoing obligations of Issuer Party delivery to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Customer of the Term will become immediately 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 (whether or not due and payable upon at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, and Issuer Party or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall pay not be affected or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprejudiced.

Term and Termination. (a) The term of this This Agreement commences as of shall come into force on the Effective Commencement Date andand shall continue in full force and effect, unless terminated earlier pursuant to any in accordance with the provisions of this Agreement’s express provisions, will continue in effect until Completion, when this Agreement shall automatically expire (the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS . Either party may terminate this Agreement for cause immediately without forthwith by giving the other party written notice to Issuer Party uponof immediate termination if the other party: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any commits a material breach by Issuer Party of this Agreement if and such breach is not cured capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within 10 thirty (30) days of receipt of being given written notice thereof (to specifying the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when duebreach and requiring its remedy; becomes insolvent or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codesuspends, or any other federal or state law relating threatens to insolvencysuspend, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting payment of its creditors, debts or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Xxx 0000; 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 its creditors other than for the purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passed, or order made, for or in connection with the winding up of that party; has an application made to court, or an order made, for the appointment of an administrator, or has notice given of intention to appoint an administrator, in respect of that party or any part of its business or assets; gives, or the holder of a qualifying floating charge over the assets of that party gives, notice of an intention to appoint an administrative receiver; has a liquidator, receiver, administrator or administrative receiver appointed over the assets or in respect of any part of that party’s business or assets; 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 Clauses 19.2.3 to 19.2.8 (inclusive); the other party ceases, or threatens to cease, carrying on its business. The Catapult shall also be entitled to terminate this Agreement at any time and for any reason by giving no less than thirty (30) days’ written notice to the Supplier. The Catapult shall also be entitled to terminate this Agreement by giving written notice of immediate termination to the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) or more breaches of this Agreement, whether or not it remedies those breaches; the provisions of Clause 15.2 apply; the Supplier challenges the validity of any registrations of any Intellectual Property Rights of the Catapult; and/or in the reasonable opinion of the Catapult any event occurs which would have a timely basismaterially adverse effect on the ability of the Supplier to perform the Services. Any Party CONSEQUENCES OF TERMINATION On expiry or termination of this Agreement: the Supplier shall immediately cease all further performance of the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier shall immediately cease all use of the Intellectual Property Rights relating to the Services and the Deliverables in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the date of termination (whether or not complete); the Supplier shall return to the Catapult, promptly and in accordance with the Catapult’s instructions, all Confidential Information of the Catapult and all In-put Material in the Supplier’s possession or control as at the date of such termination (including all copies of the same), and shall certify in writing to the Catapult that it has done so; the Supplier shall deliver to the Catapult all materials charged to the Catapult as a Pass-Through Cost, that are in the Supplier’s possession or control and are unused as at the date of expiry or termination; and the Supplier shall cooperate with and provide such assistance to any third party as the Catapult reasonably requests or requires to enable the Services to continue to be provided without interruption or adverse effect and to facilitate an orderly and efficient transfer of the Services (or part of them) to the Catapult or to such third party as the Catapult may terminate nominate (as the case may be) and the Catapult shall reimburse to the Supplier the reasonable costs actually incurred by the Supplier in providing such assistance. If the Catapult terminates this Agreement in accordance with Clause 19.3, the Catapult shall reimburse to the Supplier all Pass-Through Costs and Expenses which: (i) have been incurred by the Supplier prior to the date of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any other reason, shall not affect the accrued rights or no reason with 90 days’ prior written notice to each other Party. (c) No remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry or termination or expiration of this Agreement Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall affect the ongoing obligations of Issuer Party to make payments to NCPS continue in accordance with the terms hereunder full force and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringeffect.

Term and Termination. (‌ a) The term This Agreement shall continue until it is terminated on not less than 14 days written notice given by either party to the other. If this agreement is terminated, you must by the date of the termination sell or take delivery of all your Gold Bullion held by us. b) Termination of this Agreement commences as of does not affect any other agreements you may have with XORO unless expressly specified within the Effective Date andother agreement. c) This Agreement may be terminated by written notice by either Party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)other Party becomes insolvent, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer other Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer other Party generally does not pay its debts as they become due or admits its inability to pay its debts when due; or the other Party files or has filed against it any petition under any provision of Spanish bankruptcy rules or an application for a receiver, trustee, or custodian is made by anyone or the other Party becomes the subject of any proceedings of bankruptcy, insolvency, reorganisation, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors. d) This Agreement may be terminated by XORO immediately on written notice, in the event that: i. if XORO has valid reasons to suspect you of a timely basismoney-laundering or terrorism financing related offence or a contravention of any applicable law or regulation in any jurisdiction; ii. Any Party may terminate any part thereof; or any representation, warranty or certification made by the Client in this Agreement for or in any other document furnished by you is, as of the time made or no reason furnished, materially false or misleading; iii. you proceed with 90 days’ prior written notice to each other Party. (c) No termination a proposed action which would result in a default of your obligations or expiration of covenants under this Agreement shall affect or in a breach of any representation, warranty or certification, which is material to XORO for regulatory, commercial or other reasons, made by you in connection herewith, after XORO has given 5 business days' notification to you that such proposed action would constitute a default hereunder; iv. you, your shareholders, directors or associates are charged with any criminal offence which in the ongoing obligations reasonable opinion of Issuer Party XXXX brings XXXX into disrepute; v. XORO determines that any failure to make payments to NCPS in accordance comply with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained has or is likely to have a materially adverse impact on the operation or performance of its systems or likely to cause disproportionate harm to XORO's interests should termination be delayed; or vi. any representation or warranty made in effect until expiration of the Term will become immediately due this Agreement becomes untrue or inaccurate and payable upon termination, and Issuer Party shall pay is not made true or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaccurate within 10 Business Days.

Term and Termination. (a) The Except as expressly set forth herein, the term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any and shall continue until the expiration of the last-to-expire of the Intellectual Property Rights licensed under this Agreement’s express provisions, will continue in effect until if ever; provided that (i) the first to occur term of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court Patent licenses granted pursuant to Section 5 or Section 8 hereof (“Term”2.1(a), at which time this Agreement Section 2.2(a) and Section 2.3(a), respectively, shall terminate end upon the expiration of the last Patent licensed thereunder, and NCPS (ii) the term of the licenses granted in Exhibit A shall have no further obligation or liability whatsoever with respect be subject to this Agreement or the Escrow FundsSection 8.5. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party If SpinCo Licensee is in material breach of Section 4.4 or any other provision of their affiliates; Article IV and such breach continues uncured for a period of sixty (b60) conduct by Issuer Party or any days after SpinCo Licensees’ receipt of their affiliates that may jeopardize NCPS’s current businessnotice from Parent Licensor of such breach (or, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of reasonably curable in such sixty (60)-day period, if SpinCo Licensee is not using commercially reasonable efforts to cure or remedy such breach thereafter), then Parent Licensor may send written notice thereof of such uncured material breach (a “Uncured Breach Notice”) to SpinCo Licensee and attempt to resolve such breach through good-faith discussion by a committee comprising an equal number of members designated by each Party for such purpose (the “Steering Committee”). The Steering Committee shall meet in person to conduct good-faith negotiations during the ten (10)-business day period following the Uncured Breach Notice (such period, as it may be extended by mutual written consent of the Parties, being the “Discussion Period”). If the breach is not resolved after the end of the Discussion Period, the Parties shall promptly escalate such breach to the extent it can be cured)chief executive officer of each Party to attempt to resolve such breach through good-faith discussions. If the chief executive officers fail to resolve such breach within ten (10) business days, includingthen Parent Licensor may terminate, but not limited to, any failure to pay any amount under this Agreement when due; partially or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin its entirety, the Federal Bankruptcy Code, or any other federal or state law relating licenses granted to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief SpinCo Licensees under the Federal Bankruptcy Code Section 4.1 only with respect to Issuer; an assignment for the benefit portion of creditors; the convening by Issuer Party license that was the subject of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partysuch uncured material breach. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Termination of the Term will become immediately due and payable upon termination, and Issuer licenses granted by a Party or its Subsidiaries as a Licensor shall pay not in any way affect or shall cause limit the licenses granted to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor Party or its Subsidiaries as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringa Licensee.

Term and Termination. (a) The term of this Agreement commences as and the Xxxxxx Coal Company venture shall be for a period of 30 years or until the coal resources of the Effective Date andXxxxxx Properties have been fully mined or until the parties mutually agree to terminate the venture and this Agreement, unless terminated earlier pursuant whichever event shall first occur. The chief executive officers of the parties or their representatives shall meet prior to any the expiration of each succeeding five year period during the continuance of this Agreement for the purpose of determining whether to terminate the venture and this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate Upon termination or this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance whether or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (prior to the extent it time that the coal reserves are fully exhausted, such reserves remaining, if any, shall be distributed to the venturers in the same proportion as they shared in the venture profits of Xxxxxx Coal Company immediately prior to the termination. The reserves shall be held by the parties as tenants in common, until they can be cured), including, but equitably divided or disposed of as may be mutually agreed. In the event that the venturers cannot limited to, any failure mutually agree as to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter the disposal of the Federal Bankruptcy Actventure reserves, equipment, and improvements, within a period of sixty (60) days from the date of termination, the Federal Bankruptcy Codefollowing procedures shall be utilized: Each venturer shall select an appraiser of its choice who is a member of the Appraisal Institute (MAI) and each appraiser shall promptly arrive at an appraised value of each venturer's interest in the properties, or any and the results of each appraisal shall be disclosed to each venturer. For a period of 30 days from the rendering of the last appraisal each party shall be given the right to submit a sealed bid to purchase the interest of the other. Each sealed bid shall be delivered to the Trust Department, Denver United States National Bank, and shall be opened at a mutually agreeable time and the high bidding venturer shall purchase the interest of the other federal or state law relating to insolvencyventurer, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment in cash, for the benefit of creditors; bid price within 30 days from the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration opening of the Term will become immediately due bids. If neither venturer submits a bid the venturers hereby agree to sell the venture property to third parties upon the best obtainable terms and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprices.

Term and Termination. The Seal License commences on the Effective Date and shall continue in force for the Term unless terminated in accordance with this clause 3. Licensor may terminate this Agreement immediately if Licensee anyone acting for Licensee or its affiliates: (a) The breaches any material term of this Agreement commences as Seal License; or (b) becomes insolvent, has an administrator, receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its windingup, dissolution or liquidation (other than for the purpose of solvent re- organisation) or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the Effective Date andabove. Licensor will have the right to withhold and/or to revoke the Seal License from use in the event that Licensor informs Licensee that NBCU or CNBC has determined, unless terminated earlier pursuant in its sole discretion, that such use would or may violate or infringe or reasonably tend or be claimed to violate or infringe the rights of third parties, or in the event that the use will in NBCU’s or CNBC’s judgment be prejudicial to NBCU’s or CNBC’s interests or to the exploitation or exhibition of NBCU’s or CNBC’s intellectual property. In the event that Licensee engages in any unprofessional or unethical behaviour, commits any act or is involved in any situation that (A) brings it into public disrepute, contempt, scandal, or ridicule, (B) otherwise shocks, insults, offends the community or a significant portion thereof, (C) reflects unfavorably upon Licensor, NBCU, CNBC or Licensee, or (D) if publicity is given to such conduct, commission, or involvement that occurred previously, Licensor shall have the right to immediately terminate this agreement and immediately revoke the License herein. In the event of any such withdrawal of the License, the License Fee is non-refundable. At the end of the Term or on termination of this Agreement’s express provisionsAgreement under this clause 3, will continue in effect until Licensee shall immediately take down the first to occur Licensed Seal and cease all use of the final closing Licensor‘s and CNBC trademark including but not limited to all Licensed Uses of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)Licensed Seal, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect right to this Agreement use the Licensed Seal or the Escrow Fundsassociated trademarks whatsoever. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless 11.1 Unless terminated earlier pursuant to any of this Agreement’s express provisionsthe provisions hereunder, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)and except as otherwise provided hereunder, at which time this Agreement shall remain in full force and effect from the Commencement Date until the earlier of the date that: 11.1.1 The Company enters into the Licence pursuant to Clause 7.4; or 11.1.2 The Company licenses the Company Intellectual Property to CRT pursuant to Clause 7.5; or 11.1.3 The *** period following the expiry of the Option Period or Signature Period described in Clause 7.5 has expired without request from CRT to execute the CRT Licence. 11.2 Any of the Parties hereto may at any time terminate this Agreement, but shall not be obliged to do so, upon written notice to the other Party (being the Charity and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement CRT where the terminating Party is the Company, or the Escrow Funds.Company where the terminating Party is the Charity or CRT) under the following circumstances: (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer 11.2.1 in the event that the other Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any commits a material breach by Issuer Party of this Agreement and does not fully remedy, if such breach is not cured capable of remedy, the same within 10 sixty (60) days of its receipt of written notice thereof of the breach from any other Party; 11.2.2 in the event, in respect of a Party, a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of such Party’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by such Party by reason of its insolvency; or Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]. 11.2.3 If the required approval of the Ethics Committee or applicable Regulatory Authority for the commencement of the Clinical Trial is not obtained within *** of both the Technology Transfer Plan being completed and the Parties agreeing that the Transfer Criteria have been met, or if any approval granted is revoked, withdrawn, or otherwise terminated, or if an applicable Regulatory Authority orders a halt or hold on the Clinical Trial of greater than *** in duration. No right of termination arising under this Clause 11.2.3 may be exercised by a Party unless it has first notified the other Parties of its wish to terminate and entered into good faith discussions over a period of not less than thirty (30) days with the other Parties to review and discuss the circumstances with a view to avoiding a termination without affecting the purposes contemplated by this Agreement. 11.3 The Charity shall have the right to terminate this Agreement forthwith, upon written notice to the extent it Company: 11.3.1 in accordance with Clause 3.6; 11.3.2 if the Charity is not satisfied that the Product Manufacturing Process can be cured)carried out on a scale and standard suitable to enable the Charity to produce sufficient quantities of IMP to conduct the Clinical Trial including an inability for technical or other reasons to produce the desired quantity of IMP; 11.3.3 if the Charity faces budget constraints that require a reduction in its development portfolio; or 11.3.4 if the Charity reasonably believes that proceeding with the Clinical Trial would: (i) be unsafe or otherwise counter to the best interests of Clinical Trial Subjects; ii) be counter to changes in the business plan or research strategy of the Charity iii) be counter to recommendations made by the committee established by the Charity to regularly review the Charity’s clinical portfolio; (iv) involve increases of more than *** to anticipated timelines, including, but not limited to, any failure including due to pay any amount under this Agreement when duedifficulties with patient recruitment or unforeseen regulatory hurdles; (v) be unlikely to achieve the primary and/or secondary endpoints of the Protocol; (vi) fail to reach such defined go/no-go criteria as have been previously agreed upon by the Company and the Charity; or (dvii) if Issuer Party ceases regular operations infringe any third party Intellectual Property Rights and the Company does not obtain a licence entitling the Charity to use such Intellectual Property Rights in the Clinical Trial as provided in Clause 6.10; or 11.3.5 in accordance with the last sentence of Clause 6.1. 11.4 The Charity shall have the right to terminate this Agreement forthwith, upon written notice to the Company If, by way of merger, acquisition or files any petition or commences any case or proceeding otherwise, the Company becomes a Tobacco Party. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under any provision or chapter Rule 24b-2 of the Federal Bankruptcy ActExchange Act of 1934, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening as amended. Confidential Portions are marked: [***]. 11.5 The Parties may by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may mutual written agreement terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect reason, including, if in their opinion the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration objectives of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to Clinical Trial cannot be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringachieved.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts to NASDAQ OMX when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and shall, upon request, provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. This Agreement is for a set term of 18 months from the effective date set forth below. At the end of such term, CWSMF shall have the exclusive option to renew this Agreement for successive 18-month periods by sending notice to FNIFP of such election at least ten (a10) days prior to the end of the initial term or any renewal term. The term amounts due to either Party under any renewal of this Agreement commences as of the Effective Date andshall be those amounts reflected in Exhibit “A” under “Renewal Amounts.” Notwithstanding this automatic renewal clause, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS either Party may terminate this Agreement for cause immediately without notice as follows: 6.1(a) A non-breaching Party, at their sole and exclusive election, may terminate this Agreement, or suspend performance of its obligations hereunder, upon written notice, if the other Party shall be subject to Issuer Party uponone or more of the following events: (a) fraud, malfeasance or willful misconduct the filing by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer a Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any an involuntary petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin bankruptcy, the Federal Bankruptcy Codeentry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, trustee in bankruptcy or liquidator for a Party in any other federal or state law relating to insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt similar proceedings, or the entry winding up or liquidation of an its affairs, and the continuance of any such petition, decree or order undismissed or unstayed and in effect for relief under a period of sixty (60) consecutive days; or the Federal Bankruptcy Code with respect consent by a Party to Issuer; the appointment of a conservator, receiver, trustee in bankruptcy or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or similar proceedings of or relating to a Party, or relating to substantially all of its property, or if a Party shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any application insolvency, reorganization or bankruptcy statute, make an assignment for the benefit of creditors; the convening by Issuer its creditors or voluntarily suspend payment of its obligations. 6.1(b) A non-breaching Party may also terminate this Agreement or suspend performance of its obligations hereunder, upon written notice at any time as a result of a meeting material breach of this Agreement as follow: (i) the non-breaching Party shall provide written notice of its creditorsclaim of a material breach; (ii) the Party receiving such notice shall be afforded 30 days to cure the breach; and (iii) if, after providing notice of a material breach and where the Party receiving such notice fails to cure the conditions causing such material breach, this Agreement shall be terminated (or any class thereofsuspended, for purposes at the election of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any non-breaching Party). 6.1(c) Either Party may terminate this Agreement for any other or no reason with 90 days’ prior the expressed written notice to each consent of the other Party. (c6.1(d) No termination or expiration All rights and obligations of both Parties as contained in each and every paragraph of this Agreement shall affect remain in full force and effect during the ongoing obligations notice period. Upon termination of Issuer Party to make payments to NCPS this Agreement for any reason in accordance with this Agreement, and at the terms hereunder and specific written request of either Party, each Party so requested shall return any products or materials of the other Party which such Party may have in its possession within five (5) business days after the date of termination. Termination by either Party shall relieve both Parties of any remaining obligations under this Agreement, but shall survive. Amounts that would have become payable had not affect any existing rights of either Party under this Agreement remained in effect until expiration that exist at the time of the Term will become immediately due termination. The following paragraphs of this Agreement shall survive termination: 6.2, 6.3, 6.5 and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering6.8.

Term and Termination. (a) 10.1 The term of this Agreement commences shall begin on the date set forth above and shall, unless earlier terminated as provided herein, continue until the end of the Effective Date andLicense Term. 10.2 Schwxxx Xxxrma may at its option terminate this Agreement following the U.S. Approval Date, unless terminated earlier pursuant upon at least 120 days' written notice to TIMERx Technologies. 10.3 In the event that either party materially breaches any of the terms, conditions or agreements contained in this Agreement to be kept, observed or performed by it, then the other party may terminate this Agreement, at its option and without prejudice to any of this Agreement’s express provisionsits other legal or equitable rights or remedies, will continue in effect until by giving the first to occur of party who committed the final closing of the Offering and/or the disbursement of all amounts breach (i) in the Escrow Funds or deposit case of all amounts breach of obligations other than the payment of money, 60 days' notice in writing, unless the notified party within such 60-day period shall have cured the breach, and (ii) in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)case of breach of an obligation for the payment of money, at which time this Agreement shall terminate and NCPS 20 days' notice in writing, unless the notified party within such 20-day period shall have no further obligation or liability whatsoever with respect to this Agreement or cured the Escrow Fundsbreach, including any required payment of interest on previously unpaid amounts as set forth herein. (b) Notwithstanding, NCPS may 10.4 This Agreement will automatically terminate this Agreement if Schwxxx Xxxrma files for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount protection under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvencybankruptcy laws, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; becomes insolvent, makes an assignment for the benefit of creditors; the convening by Issuer Party , appoints or suffers appointment of a meeting receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has such petition filed against it. 10.5 Any sublicenses granted by Schwxxx Xxxrma under this Agreement shall provide for assignment to TIMERx Technologies of Schwxxx Xxxrma's interest therein upon termination of this Agreement, subject to TIMERx Technologies' approval, which shall not be unreasonably withheld, but which, if properly withheld, shall result in the termination of such sublicense. 10.6 Following any expiration or termination of the License Term, the license to TIMERx Technologies under Section 6.7 shall be thereafter extended to include (in addition to its creditorscoverage as stated in such section) the use of Schwxxx Xxxrma Test and Regulatory Data for purposes of complying with governmental requirements with respect to the Designated Product for manufacturing, marketing or use in the Territory. While exercises of the rights licensed under Section 6.7 prior to the extension under this Section will continue to bear a reasonable consideration as provided in Section 6.7, exercises of such rights as so extended under this Section for purposes of complying with governmental requirements with respect to the Designated Product or another controlled-release product containing Diltiazem for manufacturing, marketing or use in the Territory will be fully paid-up and royalty free. 10.7 Schwxxx Xxxrma's obligations regarding payment of Royalties accrued as of the date of termination, TIMERx Technologies' rights under Sections 6.6 and 6.7 (except if this Agreement is terminated due to an uncured breach on the part of TIMERx Technologies), and Schwxxx Xxxrma's rights under Section 6.8 (except if this Agreement is terminated due to an uncured breach on the part of Schwxxx Xxxrma), and the provisions of Sections 7, 9, and 11, hereof shall survive any class thereofexpiration or termination of this Agreement. 10.8 All rights and licenses granted under or pursuant to this Agreement by TIMERx Technologies (as the "licensor") to Schwxxx Xxxrma (as the "licensee") or by Schwxxx Xxxrma (as the "licensor") to TIMERx Technologies (as the "licensee") are and shall otherwise be deemed to be, for purposes of effecting a moratorium upon or extension or composition Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The parties agree that the licensee of such rights under this Agreement, shall retain and may fully exercise all of its debts; rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the failure licensor under the Bankruptcy Code, the licensee shall be entitled to a complete duplicate of Issuer Party generally (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, shall to pay the extent required for the exercise of the licenses granted hereunder, be promptly delivered to the licensee (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee, unless the licensor elects to continue to perform all of its debts on a timely basis. Any Party may terminate obligations under this Agreement for any other Agreement, or no reason with 90 days’ prior written notice to each other Party. (cii) No termination or expiration if not delivered under (i) above, upon the rejection of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration by or on behalf of the Term will become immediately due and payable licensee upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice written request therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with by the offeringlicensee.

Term and Termination. (a) The initial term of this Agreement commences shall begin on the date of this Agreement as set forth above, and shall continue for a period of the Effective Date andone year from that date, unless terminated earlier sooner pursuant to any the provisions of this Agreement’s express provisions, will continue in effect until the first to occur . Upon expiration of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)initial term, at which time this Agreement shall terminate automatically renew on the same terms and NCPS shall have no further obligation conditions for successive one-year periods, unless terminated: In writing, by certified mail, return receipt requested, at the address set forth as the principal address with one hundred, eighty (180) days notice by either party with or liability whatsoever without cause. In the event this Agreement is terminated by NBI without cause, existing business and renewals will be honored for so long as membership fees are collected by NBI. In writing, by certified mail, return receipt requested, at the address set forth as the principal address with respect to thirty (30) days notice by either party "with cause" which is defined as follows: Misrepresentation by either party of the NBI discount benefit programs in the marketplace Default or breach by either party of the terms of this Agreement or those contained in any subsequent amendments or schedules. By law, if any state or federal law or regulation is enacted or promulgated that prohibits the Escrow Funds. (b) Notwithstandingperformance of any of the duties hereunder, NCPS or if any law is interpreted to prohibit such performance. Either party may terminate give written notice demanding that said default, breach, or misrepresentation be remedied within thirty days, and if the default is not remedied, this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct is deemed terminated. In the event of breach by Issuer Party either party of any covenants of this Agreement or any of their affiliates; (b) conduct by Issuer Party or the terms hereof, that party shall forfeit all rights to any compensation that might otherwise be due. The parties also agree that damages and remedies at law for such breaches would be inadequate and that either party may apply to a court of their affiliates that may jeopardize NCPS’s current businesscompetent jurisdiction for, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can and shall be cured), including, but not limited entitled to, any failure an injunction by such court to prevent further breach thereof on the part of the other party. Each party agrees to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of all court costs and reasonable attorneys' fees incurred by the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party in obtaining specific performance of, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditorsinjunction against violation of, or any class thereofcontinuous violation of, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration requirements of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. 12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, at least 60 days before the end of the Effective Date andInitial Subscription Term or any Renewal Period, unless terminated earlier pursuant to any of in which case this Agreement’s express provisions, will continue in effect until agreement shall terminate upon the first to occur expiry of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds applicable Initial Subscription Term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 12.2 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the other party ceases, or the failure threatens to cease, to trade. 12.3 On termination of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement agreement for any other reason: (a) all rights, licences, and access granted to the Customer under this agreement shall immediately terminate; (b) Siemens may destroy or otherwise dispose of any of the Customer Data in its possession unless Siemens receives, no reason with 90 days’ prior later than ten days after the effective date of the termination of this agreement, a written notice request for the delivery to each other Party.the Customer of the then most recent back-up of the Customer Data. Siemens 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 (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Siemens in returning the Customer Data; and (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration accrued rights of the Term will become immediately due and payable upon parties as at termination, and Issuer Party or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall pay not be affected or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprejudiced.

Term and Termination. (a) 10.1 The term of this Agreement commences shall begin on the date set forth above and shall, unless earlier terminated as provided herein, continue until the end of the Effective Date andLicense Term. 10.2 Schwxxx Xxxrma may at its option terminate this Agreement following the U.S. Approval Date, unless terminated earlier pursuant upon at least 120 days' written notice to TIMERx Technologies. 10.3 In the event that either party materially breaches any of the terms, conditions or agreements contained in this Agreement to be kept, observed or performed by it, then the other party may terminate this Agreement, at its option and without prejudice to any of this Agreement’s express provisionsits other legal or equitable rights or remedies, will continue in effect until by giving the first to occur of party who committed the final closing of the Offering and/or the disbursement of all amounts breach (i) in the Escrow Funds or deposit case of all amounts breach of obligations other than the payment of money, 60 days' notice in writing, unless the notified party within such 60-day period shall have cured the breach, and (ii) in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)case of breach of an obligation for the payment of money, at which time this Agreement shall terminate and NCPS 20 days' notice in writing, unless the notified party within such 20-day period shall have no further obligation or liability whatsoever with respect to this Agreement or cured the Escrow Fundsbreach, including any required payment of interest on previously unpaid amounts as set forth herein. (b) Notwithstanding, NCPS may 10.4 This Agreement will automatically terminate this Agreement if Schwxxx Xxxrma files for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount protection under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvencybankruptcy laws, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; becomes insolvent, makes an assignment for the benefit of creditors; the convening by Issuer Party , appoints or suffers appointment of a meeting receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has such petition filed against it. 10.5 Any sublicenses granted by Schwxxx Xxxrma under this Agreement shall provide for assignment to TIMERx Technologies of Schwxxx Xxxrma's interest therein upon termination of this Agreement, subject to TIMERx Technologies' approval, which shall not be unreasonably withheld, but which, if properly withheld, shall result in the termination of such sublicense. 10.6 Following any expiration or termination of the License Term, the license to TIMERx Technologies under Section shall be thereafter extended to include (in addition to its creditorscoverage as stated in such section) the use of Schwxxx Xxxrma Test and Regulatory Data for purposes of complying with governmental requirements with respect to the Designated Product for manufacturing, marketing or use in the Territory. While exercises of the rights licensed under Section prior to the extension under this Section will continue to bear a reasonable consideration as provided in Section , exercises of such rights as so extended under this Section for purposes of complying with governmental requirements with respect to the Designated Product or another controlled-release product containing Verapamil for manufacturing, marketing or use in the Territory will be fully paid-up and royalty free. 10.7 Schwxxx Xxxrma's obligations regarding payment of Royalties accrued as of the date of termination, TIMERx Technologies' rights under Sections and (except if this Agreement is terminated due to an uncured breach on the part of TIMERx Technologies), and Schwxxx Xxxrma's rights under Section (except if this Agreement is terminated due to an uncured breach on the part of Schwxxx Xxxrma), and the provisions of Sections , , and , hereof shall survive any class thereofexpiration or termination of this Agreement. 10.8 All rights and licenses granted under or pursuant to this Agreement by TIMERx Technologies (as the "licensor") to Schwxxx Xxxrma (as the "licensee") or by Schwxxx Xxxrma (as the "licensor") to TIMERx Technologies (as the "licensee") are and shall otherwise be deemed to be, for purposes of effecting a moratorium upon or extension or composition Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The parties agree that the licensee of such rights under this Agreement, shall retain and may fully exercise all of its debts; rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the failure licensor under the Bankruptcy Code, the licensee shall be entitled to a complete duplicate of Issuer Party generally (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, shall to pay the extent required for the exercise of the licenses granted hereunder, be promptly delivered to the licensee (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee, unless the licensor elects to continue to perform all of its debts on a timely basis. Any Party may terminate obligations under this Agreement for any other Agreement, or no reason with 90 days’ prior written notice to each other Party. (cii) No termination or expiration if not delivered under (i) above, upon the rejection of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration by or on behalf of the Term will become immediately due and payable licensee upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice written request therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with by the offeringlicensee.

Term and Termination. 14.1 You may use the Software for the Licence Period. You will not be allowed to use the Software after the Licence Period ends unless we extend your right to use it. The way we extend your right to use the Software will depend on the Software you are using. We (aor your supplier) The term of will tell you how to extend your right to use the Software in each case. 14.2 You may end this Agreement commences as of at any time by writing to tell us and once acknowledged by us, the Effective Date and, unless terminated earlier pursuant Agreement may end. Such termination will mean all sums owed to us become immediately due and you will not be entitled to any of this Agreement’s express provisionsrefund. If you are paying for technical support or any other service from us and you want to end that service, will continue in effect until you should read the first terms for that support or service to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant find out how to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsstop that particular service. (b) Notwithstanding14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately without notice liability to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other if: 14.3.1 the other party commits a material breach of any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party the terms of this Agreement and (if such a breach is not cured remediable) fails to remedy that breach within 10 30 days of receipt that party being notified in writing of written notice thereof (the breach; or 14.3.2 an order is made or a resolution is passed for 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 extent it can be cured)other party; or 14.3.3 an order is made for the appointment of an administrator to manage the affairs, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter business and property of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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; or 14.3.4 a receiver is appointed over 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or 14.3.5 the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or 14.3.6 the other party ceases, or threatens to cease, to trade; or 14.3.7 the failure other party takes or suffers any similar or analogous action in any jurisdiction in consequence of Issuer Party generally debt. 14.4 If you have purchased a licence to pay its debts on use the Software for a timely basis. Any Party specified period of time, rather than a perpetual licence period, we may terminate end this Agreement for any other or no reason with 90 days’ prior by giving you thirty days written notice to each other Party. (c) No termination or expiration at any time. If we do, we will refund an amount being the proportion of the unexpired period of the term of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) The Unless earlier terminated as provided below, the term of this Agreement commences as shall commence April 16,1999 and shall continue until April 16, 2005. Thereafter, provided both parties have met all the terms prescribed in this Agreement, the contract shall be renewable for additional three year periods. (a) CU may terminate this Agreement upon written notice to DTI, upon any of the Effective Date andfollowing events: (i) failure of DTI to fulfill or perform any one of the duties, unless terminated earlier pursuant to any obligations or responsibilities of DTI in this Agreement’s express provisions, will continue other than paragraph 3, which failure is not cured with twenty (20) days notice from CU; (ii) any assignment or attempted assignment by DTI of any interest in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or delegation of DTI's obligations without CU's written consent, which shall not be unnecessarily withheld; (iii) failure of DTI for any reason to function in the Escrow Fundsordinary course of business; or (iv) conviction in a court of competent jurisdiction of DTI, or a manager, partner, principal officer or major stockholder of DTI for any violation of law tending, in CU's opinion, to affect adversely the operation or business of DTI or the good name, goodwill, or reputation of CU or DTI. (b) Notwithstanding, NCPS DTI may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or CU upon any of their affiliates; the following events: (bi) conduct by Issuer Party failure of CU to fulfill or perform any one of their affiliates that may jeopardize NCPS’s current businessthe duties, prospective business obligations or professional reputation; (c) any material breach by Issuer Party responsibilities of CU in this Agreement if such breach Agreement, which failure is not cured within 10 with twenty (20) days notice from DTI; (ii) any assignment or attempted assignment by CU of receipt any interest in this Agreement without DTI's written consent, which shall not be unnecessarily withheld; (iii) failure of written notice thereof CU for any reason to function in the ordinary course of business, including filing bankruptcy; (iv) conviction in a court of competent jurisdiction of CU, or a manager, partner, principal officer or major stockholder of CU for any violation of law tending, in DTI's opinion, to affect adversely the extent it can be cured)operation or business of CU or the good name, goodwill, or reputation of DTI, Products of DTI, or CU; or (v) submission by CU to DTI of false or fraudulent reports or statements, including, but not limited towithout limitation, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter monthly statements of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately amounts due and payable upon terminationto DTI under the terms of this Agreement, and Issuer Party shall pay or shall cause to be paid such amountsclaims for any refund, together with all previously-accrued but not yet paid feescredit, on receipt of NCPS’s invoice therefor rebate, incentive, allowance, discount, reimbursement or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringother payment by DTI.

Term and Termination. With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue for five (5) years (as more specifically described on Schedule “D” to this Agreement), unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if: (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit case of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)NMLP, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.there is a Change of Control of NSM; (b) Notwithstandingin the case of NSM, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance there is a Change of Control of NGP or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; NMLP; (c) any the other party breaches a material breach by Issuer Party provision of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or Agreement; (d) if Issuer Party ceases regular operations a receiver is appointed for all or files any petition or commences any case or proceeding under any provision or chapter substantially all of the Federal Bankruptcy Act, property of the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of party; (e) an order for relief under is made to wind-up the Federal Bankruptcy Code with respect other party; (f) a final judgment, order or decree which materially and adversely affects the ability of the other party to Issuerperform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; an or (g) the other party makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any class thereofproceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced. This Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days notice for purposes any reason other than any of effecting the reasons set forth in the immediately preceding paragraph. This Agreement shall be deemed to be terminated with respect to a moratorium particular Vessel in the case of the sale of such Vessel or if such Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, any Fees outstanding at the time of the sale or loss shall be paid in accordance with the provisions of this Agreement. For the purpose of this clause: (i) the date upon which a Vessel is to be treated as having been sold or extension otherwise disposed of shall be the date on which NMLP ceases to be the legal owner of the Vessel; (ii) a Vessel shall not be deemed to be lost until either she has become an actual total loss or composition agreement has been reached with her underwriters in respect of its debts; her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or the failure Vessel’s owners issue a notice of Issuer Party generally abandonment to pay its debts on a timely basisthe underwriters. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No The termination or expiration of this Agreement shall affect be without prejudice to all rights accrued due between the ongoing obligations parties prior to the date of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) . Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) . No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this 10.1 This Licence Agreement commences shall become effective as of the Effective Commencement Date andand expires when Alnylam's and its Affiliate's obligations to pay sums according to Clause 3 finally expire. 10.2 In the event that Alnylam serves a written notice upon CRT confirming Alnylam's intention to terminate this Licence Agreement, unless terminated earlier pursuant this Licence Agreement shall terminate 90 (ninety) days after receipt by CRT of such notice. 10.3 Either CRT on the one hand or Alnylam on the other hand ("the Terminating Party") shall have the right to terminate this Licence Agreement forthwith upon giving written notice of termination to Alnylam on the one hand or CRT on the other hand as the case may be ("the Defaulting Party"), upon the occurrence of any of the following events at any time during this Licence Agreement: 10.3.1 the Defaulting Party commits a material breach of this Licence Agreement which in the case of a breach capable of remedy shall not have been remedied within sixty (60) Business Days of the receipt by it of a notice identifying the breach and requiring its remedy; 10.3.2 the Defaulting Party for a period of longer than sixty (60) Business Days becomes bankrupt or insolvent (including without limitation being deemed to be unable to pay its debts); 10.3.3 proceedings are commenced in relation to the Defaulting Party under any law, regulation or procedure relating to the re-construction or re-adjustment of debts (including where a petition is filed or proceeding commenced seeking any reorganisation, arrangement, composition or re-adjustment under any applicable bankruptcy, insolvency, moratorium, reorganisation or other similar law affecting creditors' rights or where the Defaulting Party consents to, or acquiesces in, the filing of such a petition), which is not dismissed within ninety (90) days; SECTION CONFIDENTIAL 10.3.4 the Defaulting Party takes, any action, or any legal proceedings are started or other steps taken by a Third Party, which proceedings are not dismissed within ninety (90) days with a view to: (i) the winding up or dissolution of the Defaulting Party (other than for the reconstruction of a solvent company for any purpose, including the inclusion of any part of the share capital of the Defaulting Party on a recognised public Stock Exchange); or (ii) the appointment of a liquidator, trustee, receiver, administrative receiver, receiver and manager, interim receiver custodian, sequestrator or similar officer of the Defaulting Party against the Defaulting Party or a substantial part of the assets of the Defaulting Party, or anything analogous to any of this Agreement’s express provisions, will continue the foregoing occurs under the laws of any country. 10.4 In the event of Alnylam's material breach of its obligations under either or both of Clauses 6.1 and 6.2 CRT shall have the right in effect until its absolute discretion to selectively terminate the first to occur licence granted under Clause 2 in respect of either or both of: 10.4.1 any therapeutic area or areas within the Field; and 10.4.2 any territory or territories within the Territory in respect of which Alnylam is in material breach as set forth in Clause 6.3. In the event of termination by CRT of any part of the final closing licence granted to Alnylam under Clause 2 pursuant to the exercise of CRT of its rights under this Clause 10.4, the Offering and/or other terms of this Licence Agreement (including any surviving licence under Clause 2) shall remain in full force and effect. 10.5 CRT shall have the disbursement right to terminate this Licence Agreement forthwith upon giving thirty (30) days written notice of all amounts termination to Alnylam in the Escrow Funds event that Alnylam or deposit its Affiliate: 10.5.1 commences legal proceedings, with for the sake of all amounts in clarity the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or exception of interference proceedings declared by the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, USPTO or any other federal or state law relating to insolvencypatent office, bankruptcy or reorganizationcontesting the validity of the CRT Patent Rights ; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditorsor 10.5.2 commences itself, or provides any class thereofmaterial assistance to a Third Party in relation to, for purposes of effecting a moratorium upon or extension or composition of its debts; or legal proceedings contesting the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration ownership of the Term will become immediately due CRT Patent Rights. For the sake of clarity and payable upon terminationnotwithstanding anything in this Licence Agreement to the contrary, any actions taken concerning determination of priority of invention under US patent law between a CRT Patent Right and Issuer Party claims in a patent or patent application which is owned by or licensed by Alnylam or its Affiliate, shall pay not be considered a contest of validity or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10ownership under this Clause 10.5. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.SECTION CONFIDENTIAL

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor is, as of the time made or furnished, materially false or misleading; Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to the Nasdaq Markets for regulatory, commercial or other reasons, made by Distributor in connection herewith, after Nasdaq has notified Distributor that such proposed action would constitute a default hereunder Distributor; Nasdaq may terminate for cause Distributor’s receipt of any other service or product provided by or on behalf of Nasdaq; or Nasdaq, in its sole reasonable discretion, determines that any failure on the part of the Distributor to comply with this Agreement for has or is likely to have a materially adverse impact on the operation or performance of the System, Information or a Nasdaq Market or likely to cause disproportionate harm to Nasdaq’s interests should termination be delayed; (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or no reason with 90 days’ inaccurate and is not made true or accurate within the noticeperiod.Nasdaq, upon not less than ninety (90) days prior written notice notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (cv) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but it cannot yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, implement additional security requirements requested by Nasdaq under Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering4(h).

Term and Termination. (a) The term of this 18.01 This Agreement commences shall become effective as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until and shall terminate upon the first to occur expiration of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsPatent Right. (b) Notwithstanding18.02 Notwithstanding the stipulation of paragraph 18.01 above, NCPS either Party may terminate this Agreement for cause immediately without at any time by giving notice to Issuer the other party in the event; * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. (i) that either Party upon: (a) fraud, malfeasance materially defaults or willful misconduct by Issuer Party or any is in breach of their affiliates; (b) conduct by Issuer Party or any the performance of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of obligation imposed on it in this Agreement if and such breach default is not cured remedied in all material aspects within 10 days [ * ] of receipt of written notice thereof demand from the notifying Party to cure the default, (to the extent it can be cured), including, but not limited to, ii) that either Party assigns or makes any failure to pay any amount under this Agreement when due; composition or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter sequestration of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment its assets for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or assigns its rights hereunder partially or in their entirety to any class thereofThird Party without express written consent of the other Party in breach of the stipulation in paragraph 22.01 herein; and (iii) that either Party becomes insolvent, for purposes of effecting goes into liquidation, files a moratorium upon petition in bankruptcy, is adjudicated a bankrupt, is placed in judicial receivership or extension provisional administration, or composition of dissolves, or its debts; or the failure of Issuer Party generally financial condition is such that it is unable to pay bills and obligations as and when due and payable to its debts on a timely basiscreditors. 18.03 If and when SENJU notifies ACSENTIENT of discontinuance of the Development Activities according to paragraph 7.05, this Agreement shall be terminated upon receipt by ACSENTIENT of milestone payment returned from SENJU. 18.04 If and when ACSENTIENT decides in its bona fide business judgement, to discontinue the commercialization of the Preparation in the Territory, this Agreement shall be terminated, without any monetary obligations to either party, upon receipt by SENJU of ACSENTIENT's notification thereof in writing. 18.05 If this Agreement is terminated by ACSENTIENT in accordance with paragraph 18.04, ACSENTIENT shall promptly cease its commercial activities, as the case may be, concerning the Preparation, and, at its option, destroy the Preparation then stocked by ACSENTIENT including the cost of the inventory, or sell the remaining inventory of the Preparation and settle its obligation, if any, to pay any royalties or other payment due under this Agreement within [ * ] [ * ] after the termination thereof. Any Upon SENJU's request, ACSENTIENT shall return to SENJU all the Technical Information & Know-How provided by SENJU under this Agreement and shall assign to SENJU, without any compensation all of the rights, titles and interests pertaining to the Preparation including without limitation, all rights to Governmental Approval in the Territory. 18.06 If this Agreement is terminated by SENJU in accordance with paragraph 18.02 (i), (ii) and/or (iii), ACSENTIENT shall promptly cease its commercial activities of the Preparation, as the case may be, and, if requested by SENJU, destroy the Preparation then stocked by ACSENTIENT including the cost of the inventory, or, if requested by SENJU sell the remaining inventory of the Preparation and settle its obligation, if any, to pay any royalties or other payment due under this Agreement within [ * ] of ACSENTIENT's receipt of SENJU's notice of the termination. Upon SENJU's request, ACSENTIENT shall return to SENJU all the Technical Information & Know-How provided by SENJU under this Agreement and shall assign to SENJU, without any compensation, all of the rights, titles and interests pertaining to the Preparation including without limitation, all rights to Governmental Approval in the Territory. 18.07 Notwithstanding anything to the contrary contained herein, in the event of the execution by ACSENTIENT of any kind of agreement pursuant to which ACSENTIENT would be controlled by, or be under common control with, or merge into or consolidate with, any Third Party may after Transfer of Governmental Approval, and ACSENTIENT loses controlling interest in said Third Party (hereinafter called "Change of Control"), SENJU shall have following options; * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. (i) to continue this Agreement; or (ii) to terminate this Agreement for any at the end of the one (1) year period following the Change of Control. In this case, all of the rights granted by SENJU to ACSENTIENT under this Agreement as well as Governmental Approval, data and other or no reason with 90 days’ prior written notice information regarding the Preparation provided by SENJU shall be returned to each other Party. (c) No SENJU subject to SENJU's payment of the fair and reasonable market value of such assets of the Preparation as negotiated and agreed by the Parties. Upon such termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party Agreement, ACSENTIENT will have no further obligation to make payments any running royalty payment pursuant to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) 2.1 The term of this Agreement commences as of shall commence upon the Effective Date and, unless hereof and continue until terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any 2.2 Either Party may terminate this Agreement, any Schedule, or Purchase Order immediately without liability to the other and without prejudice to its other rights at any time by giving notice in writing to the other Party if: 2.2.1 The other Party is in material breach of any of the terms of this Agreement for which is not capable of remedy or where remedial, has failed to remedy that breach within thirty (30) days of being notified in writing of it; or 2.2.2 The other Party's financial position has deteriorated to such an extent that in the reasonable opinion of the terminating Party its capability to adequately fulfill its obligations hereunder has been placed in jeopardy. 2.3 Experian shall be entitled to terminate any other Schedule or no reason with 90 days’ Purchase Order hereunder upon reasonable prior written notice to each other PartySupplier. (c) 2.4 Experian may cancel a Purchase Order at no charge prior to the receipt of the Goods by Experian or provision of Services. 2.5 No termination or expiration of this Agreement Agreement, or any Schedule or Purchase Order shall affect any rights, obligations, or liabilities of either Party which have accrued before. In the ongoing obligations event of Issuer Party any termination of this Agreement, or any Schedule or Purchase Order, Experian's liability hereunder is limited to make payments Goods and/or Services accepted prior to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had date of termination. 2.6 Upon any termination of this Agreement remained in effect until expiration Agreement, or any Schedule or Purchase Order, completion of the Term will become Services under the applicable Schedule, or the written request of Experian, Supplier shall immediately due and payable upon terminationreturn or destroy, as Experian may direct in writing, all Confidential Information, materials, and Issuer Party shall pay other documentation written/created pursuant to this Agreement, including without limitation Experian credit cards, telephone cards, office or shall cause desk keys, security passes, software, computers, modems, diskettes, instruments, tools, or devices. If Experian terminates a Schedule pursuant to Section 2.2 above, then Experian will be entitled to receive a refund from Supplier of (i) any prepaid, but unused fees for Services; and (ii) all amounts paid by Experian pursuant to the Schedule on account of the Services or other goods furnished by Supplier to Experian in conjunction with such amountsServices, together with all previously-accrued but not yet paid fees, on receipt that Experian is unable to utilize effectively or completely as a result of NCPSSupplier’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references failure to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with cure the offeringbreach.

Term and Termination. (a) The 13.1 Unless sooner terminated as hereinafter set forth, the term of this Agreement commences as of shall be from the Effective Date andhereof until the expiration date of the last to expire of the Licensed Patents. 13.2 If Licensee neglects or fails to render reports, unless terminated earlier pursuant make payments, comply with the methods for computing royalty and payment obligations, or to permit the inspection of its books and records as hereinbefore provided, Licensor (or either of Xxxxx or Lagerwall) may give written notice thereof and if within thirty (30) days from the date of such notice such breach shall not have been cured, Licensor (or either of Xxxxx or Lagerwall) may, by giving written notice thereof, immediately terminate any license granted hereunder without prejudice to any of this Agreement’s express provisions, will continue in effect until the first to occur other rights or remedies against Licensee. 13.3 In any of the final closing following cases, either party may terminate this Agreement by giving ten (10) days written notice thereof to the other parties: (a) Where one of the Offering and/or the disbursement of all amounts in the Escrow Funds other parties has itself made an application for bankruptcy or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 insolvency, or Section 8 hereof where such application has been made by others and not dismissed within sixty (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.60) days; (b) Notwithstanding, NCPS may terminate this Agreement Where one of the other parties has made an application for cause immediately without notice to Issuer Party upon: reorganization on account of bankruptcy or insolvency or such application has been made by others and not dismissed within sixty (a60) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; days; (c) any material breach Where the assets owned by Issuer Party one of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (the other parties are subject to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or control of a court-appointed receiver; (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter Where one of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; parties has made an assignment for the benefit of creditors; ; (e) Where Licensee has been dissolved or commenced liquidation. 13.4 Any termination pursuant to this Article XII shall not relieve either party of any obligation or liability accrued hereunder prior to such termination or affect any payments made or other consideration given to either party prior to the convening by Issuer Party time such termination becomes effective, and such termination shall not affect in any manner any rights of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate either party arising under this Agreement for any other or no reason with 90 days’ prior written notice to each other Partysuch termination. (c) No 13.5 Any termination or expiration of this Agreement or any termination of a license or right granted to Licensee under this Agreement pursuant to Articles II and III hereof shall not act to terminate or otherwise affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder rights and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration liabilities of the Term will become immediately parties to any sublicense granted under section 3.1 hereof, except that such sublicenses shall be converted to direct licenses with Licensor. 13.6 Upon the expiration or prior termination of this Agreement, for whatever reason, Licensee's right to use the Licensed Patents ceases and Licensee is obligated to render promptly a final Royalty Report for the period after the last Royalty Period and pay the accrued royalty then due and payable upon terminationpayable. 13.7 In all sublicensing agreements, and Issuer Party Licensee shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt procure for Licensor a similar right of NCPS’s invoice therefor or termination as otherwise hereinabove set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringforth.

Term and Termination. (a) The term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts to NASDAQ OMX when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any material consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and shall, upon request, provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences shall begin as of the Effective Date and, unless terminated earlier pursuant to and continue until the occurrence of any of the following: (a) Either Party shall have the right to terminate this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds with or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)without cause, at which any time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect upon thirty (30) days prior written notice to this Agreement or the Escrow Fundsother Party. (b) NotwithstandingThis Agreement may be terminated at any time upon the mutual agreement of the Parties, NCPS in writing. (c) In the event of a default or material breach of this Agreement, the non-defaulting Party shall provide the other Party with written notice of such default or material breach. If such breach or default has not been cured within thirty (30) days of receipt of such written notice, the non-defaulting Party may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of upon written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or notice. (d) if Issuer This Agreement may be terminated by a Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter on notice to the other Party: (i) upon the occurrence of the Federal Bankruptcy Act, other Party hereto (1) applying for or consenting to the Federal Bankruptcy Codeappointment of, or any other federal the taking of possession by, a receiver, custodian, trustee or state law relating to insolvencyliquidator of itself or of all or a substantial part of its property, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an (2) making a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, (3) commencing a voluntary case under the United States Bankruptcy Code or other similar law, as now or hereafter in effect (the “Bankruptcy Code”), (4) filing a petition seeking to take advantage of any class thereoflaw (the “Bankruptcy Laws”) relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (5) failing to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code, or (6) taking any corporate action for purposes the purpose of effecting any of the foregoing; or (ii) if a moratorium upon proceeding or extension case shall be commenced against the other Party hereto in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of the Party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing shall be entered and continue un-stayed for a period of 60 days; or an order for relief against the failure other Party hereto shall be entered in an involuntary case under the Bankruptcy Code. Termination of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other reason shall not release any Party hereto from any liability (or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder obligation assumed and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued substantially undertaken but not yet paid feesaccrued) which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights and remedies it may have hereunder at law or in equity which accrued or are based upon any event occurring prior to such termination, subject to any limitations on receipt of NCPS’s invoice therefor or as otherwise damages expressly set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. 10.1 This Agreement shall commence on the Effective Date and will continue in full force on a Product-by-Product and country-by-country basis until the later of (a) The term of this Agreement commences as the expiration of the Effective Date andlast to expire Valid Claim of the Patent Rights; (b) the expiration of Orphan Drug Exclusivity; or (c) fifteen (15) years after the First Commercial Sale of the first Product in the Territory by the Licensee, its Affiliates or sub-licensees (the Term), unless terminated earlier pursuant to any in accordance with the remainder of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsClause 10. (b) Notwithstanding, NCPS 10.2 UCD may terminate this Agreement for cause immediately without notice to Issuer Party upon: by giving at least thirty (a30) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 daysBusiness Days’ prior written notice to each other Party.the Licensee if: (c) No termination or expiration 10.2.1 the Licensee is in Material Breach of any provision of this Agreement and after receiving written notice from UCD identifying a Material Breach by Licensee of its obligations pursuant to this Agreement, fails to cure such Material Breach within [***], then UCD may give written notice of default (Notice of Default) to Licensee. If Licensee fails to cure the default [***] of the Notice of Default, UCD may terminate this Agreement and the license granted herein by a second written notice (Notice of Termination) to Licensee; or 10.2.2 the Licensee becomes insolvent, or if an interim order is applied for or made, or a voluntary arrangement approved, or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the Licensee's assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to prevent a winding-up petition or make a winding-up order, or other similar or equivalent action is taken against or by the Licensee by reason of its insolvency or in consequence of debt, or if the Licensee makes any arrangement with its creditors; 10.2.3 the Licensee shall affect dispose of all or a substantial part of its business involving the ongoing obligations licensing of Issuer the Licensed IP, for the Purpose in the Field in the Territory in circumstances where it does not enter into a novation agreement pursuant to Clause 13.5; 10.2.4 the Licensee or its Affiliates challenge the validity of the Application(s) when granted),or assists any Third Party to make commence legal proceedings to challenge such validity; 10.2.5 pursuant to Clause 5.8; or 10.2.6 if the Licensee fails to pay any amount due pursuant to this Agreement (including payments due pursuant to NCPS in accordance with the terms hereunder Clause 6 of this Agreement) within [***] from Licensee receiving written notice from UCD of its failure to pay, and such obligations shall survive. Amounts that would have become payable had failure to pay is not subject to a good faith dispute between the Parties. 10.3 The Licensee may terminate this Agreement remained in effect until expiration by giving UCD not less than sixty (60) Business Days’ written notice at any time, provided that the Licensee shall continue to pay any invoices received within sixty (60) Business Days’ after the effective date of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this This Agreement commences as of shall remain in force from the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue effective date set forth in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts paragraph on page 2 hereof until terminated as set forth in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to this Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds14. (b) NotwithstandingThis Agreement may be terminated at any time by either party giving written notice sent in accordance with Section 19 hereof specifying the effective date of termination, NCPS which shall not be less than sixty (60) days thereafter. (c) Except where the parties agree that there is a good faith dispute, either party may terminate this Agreement at any time in the event that the other party fails to account for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount monies due under this Agreement when due; or by giving written notice sent in accordance with Section 19 hereof specifying the effective date of termination, which shall not be less than ten (10) days thereafter. Such termination will not become effective if the other party accounts for and pays all monies due prior to the effective date of the termination. (d) if Issuer Party ceases regular operations At either party's option, this Agreement shall terminate automatically upon (i) the liquidation or files dissolution of all or a substantial portion of either party's business, (ii) the insolvency or bankruptcy of either party, (iii) the commission of an act of bankruptcy by either party, (iv) the making of an assignment for the benefit of creditors by either party, (v) the institution of any petition proceeding by or commences any case against either party (A) seeking to adjudicate it a bankrupt or proceeding insolvent, or (B) seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvencybankruptcy, bankruptcy insolvency or reorganization; reorganization or relief of debtors, which proceeding is not dismissed within 30 days, or (vi) the adjudication that Issuer Party is insolvent institution of any proceeding by or bankrupt or against either party seeking the entry of an order for relief under or the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party appointment of a meeting receiver, trustee, or other similar official for it or for any substantial part of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (ce) No After the effective date of termination or expiration of this Agreement Agreement, the Program Administrator shall affect not (i) issue any quotes, cover notes, policies of insurance or certificates of insurance having an inception date subsequent to the ongoing obligations effective date of Issuer Party such termination, or (ii) extend, renew or increase the Company's liability on any existing Policy or contract. Notwithstanding the termination of this Agreement, the Company and the Program Administrator shall remain subject to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration as respect the Business bound prior to the effective date of the Term termination. Expirations on the Business written pursuant to this Agreement prior to its termination will become immediately due be and payable upon terminationremain the property of the Program Administrator, provided the Program Administrator has paid all moneys owed to the Company under this Agreement. (f) The provisions of Section 12, 15, 16 and Issuer Party 17 hereof shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt survive any termination of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis Agreement.

Term and Termination. 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 (twelve) months (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, at least 90 (ninety) days before the end of the Effective Date andInitial Subscription Term or any Renewal Period, unless terminated earlier pursuant to any of in which case this Agreement’s express provisions, will continue in effect until agreement shall terminate upon the first to occur expiry of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds applicable Initial Subscription Term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this agreement, NCPS and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) the failure other party takes or suffers any similar or analogous action in any jurisdiction in consequence of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate debt. 14.3 On termination of this Agreement agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other or no reason with 90 days’ prior written notice items (and all copies of them) belonging to each the other Party.party; (c) No Technology Forge may destroy or otherwise dispose of any of the Customer Data in its possession unless Technology Forge receives, no later than 10 (ten) days after the effective date of the termination or expiration of this Agreement shall affect agreement, a written request for the ongoing obligations of Issuer Party delivery to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Customer of the Term will become immediately then most recent back-up of the Customer Data. Technology Forge shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 (thirty) 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 (whether or not due and payable upon at the date of termination). The Customer shall pay all reasonable expenses incurred by Technology Forge in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, and Issuer Party or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall pay not be affected or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprejudiced.

Term and Termination. (a) 12.1 This Agreement shall be binding upon signature of the Booking Form. The term of this Agreement commences as of shall commence on the Effective Commencement Date and shall continue until terminated pursuant to this Clause 12. This Agreement will renew automatically for successive 12 month renewal terms unless either party shall have given written notice to the other in accordance with Clause 12.3. 12.2 Without prejudice to any rights that have accrued under this Agreement, either party may terminate this Agreement immediately in the event that: (a) the other breaches a material obligation or warranty under this Agreement and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit case of all amounts in a breach capable of remedy, the Escrow Funds into court pursuant other has failed to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.remedy such breach within 20 Business Days of a notice requiring such remedy; or (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party suspends, or any other federal or state law relating threatens to insolvencysuspend, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting payment of its creditors, debts or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally is unable to pay its debts on a timely basis. Any Party may terminate this Agreement for any other as they fall due or no reason with 90 days’ prior written notice admits inability to each other Party.pay its debts or is deemed unable to pay its debts as they fall due pursuant to relevant applicable insolvency laws; or (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together other party commences negotiations with all previously-accrued but not yet paid feesor any class of its creditors with a view to rescheduling any of its debts, on receipt or makes a proposal for or enters into any compromise or arrangement with its creditors or an arrangement pursuant to any bankruptcy act or insolvency laws, other than for the sole purpose of NCPS’s invoice therefor a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or (d) the other party is adjudicated as otherwise set forth bankrupt or a petition in Exhibit Bbankruptcy is filed by or against the other party; (e) a petition is filed, Section 9 a notice is given, a resolution is passed, or Section 10. In additionan order is made, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS for or in connection with the offeringwinding 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; or (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 other party; or (g) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or (h) 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 12.2(b) to (g) inclusive. 12.3 Either party may elect for this Agreement not to renew at the end of the then current term hereof by giving the other not less than 90 days' prior written notice.

Term and Termination. (a) a. The initial term of this Agreement commences will commence as of the Effective Date andand will continue until December 31 of the year of the Effective Date, unless terminated earlier pursuant prior to any such date in accordance with the terms of this Agreement’s express provisions. Thereafter, this Agreement will continue automatically renew for successive one-year periods, commencing on January 1 and terminating on December 31 of each year, provided that (i) Dealer is not in effect breach of its obligations under this Agreement and (ii) the Agreement has not previously been terminated in accordance with the terms hereof, or until a new contract intended to supersede and replace this Agreement is executed by both parties. For purposes of this Agreement, the first “term” of this Agreement will include both the initial period, as well as any successive periods. Either party may provide written notice to occur the other party of its desire not to have this Agreement automatically renew and, if so, this Agreement will not renew if such notice is provided at least 30 days prior to the end of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsthen-current one-year period. (b) Notwithstanding, NCPS b. Either party may terminate this Agreement for without cause immediately without notice to Issuer Party upon: on 60 days’ written notice. Notwithstanding the forgoing, if (ai) fraud, malfeasance or willful misconduct by Issuer Party or Dealer breaches any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party portion of this Agreement Agreement, (ii) if such breach there is not cured within 10 days any change whatsoever in ownership, control, management or solvency of receipt of written notice thereof (to the extent it can be cured)Dealer, including, but not limited to, any failure to pay any amount under this Agreement when due; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy ActDealer fails to abide by Gibbz Arms dealer policies as may in effect from time to time, the Federal Bankruptcy Codethen Gibbz Arms may, or any other federal or state law relating to insolvencyin its sole discretion, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening terminate Agreement immediately by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior providing written notice to each other PartyDealer. c. Upon any termination, Dealer agrees to (ci) No cease holding itself out to the public as a reseller of Gibbz Arms’s products; (ii) transfer to Gibbz Arms all advertising material related to products in its possession; (iii) pay immediately for any purchases from Gibbz Arms made prior to such termination; and (iv) if requested by Gibbz Arms, sell to Gibbz Arms, or a party designated by Gibbz Arms, all products in Dealer’s inventory that are in saleable condition at the cost thereof to Dealer, plus any customs duty, excise taxes, and freight paid by the Dealer. Notwithstanding any termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party Agreement, Sections 5 et seq. will survive, in addition to make payments to NCPS any other provisions that might otherwise be expressly identified in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) 7.1. The term of this Agreement commences as shall be for a period of one year commencing on the Effective Date hereof and end on the one year anniversary of the Effective Date and, Date; provided that this agreement shall be renewed automatically for one year increments unless terminated earlier pursuant by either party hereto upon one-month written notice to the other, which may be given at any of this Agreement’s express provisions, will continue in effect until time after the first to occur one year anniversary of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsEffective Date. (b) Notwithstanding, NCPS 7.2. ITC may terminate this Agreement for cause immediately without upon 30 days written notice to Issuer Party upon: Exigent within the first year of the Agreement upon the occurrence of any termination event as follows: (ai) fraud, malfeasance or willful misconduct by Issuer Party Exigent or any of their affiliates; (b) conduct by Issuer Party its employees, representatives or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) agents breaches any material breach by Issuer Party obligation under this Agreement, including, without limitation, violation of this Agreement any payment terms, if such breach is not cured to ITC's satisfaction within 10 days the 30 day notice period, (ii) Exigent ceases to conduct business in the the normal course, becomes insolvent, enters into suspension of receipt of written notice thereof (to the extent it can be cured)payments, includingmoratorium, but not limited toreorganization or bankruptcy, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; , admits in writing its inability to pay debts as they mature, suffers or permits the convening by Issuer Party appointment of a meeting of receiver for its creditorsbusiness or assets, or avails itself of or becomes subject to any class thereofother judicial or administrative proceeding related to insolvency or protection of creditors' rights (and, for purposes if such action or proceeding is involuntary on the part of effecting a moratorium upon Exigent, such action or extension or composition of its debts; or proceeding is not dismissed within 90 days), (iii) the failure of Issuer Party generally Exigent to pay its debts on a timely basisobtain any required permit or consent required to perform the Research. 7.3. Any Party Exigent may terminate this Agreement for any other or no reason with 90 days’ prior upon 30 days written notice to each ITC within the first year of the Agreement upon the occurrence of any termination event as follows: (i) ITC or any of its employees breaches any material obligation under this Agreement, if such breach is not cured to Exigent's satisfaction within the 30 day notice period, or (ii) ITC ceases to conduct business in the normal course, becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other Partyjudicial or administrative proceeding related to insolvency or protection of creditors' rights (and, if such action or proceeding is involuntary on the part of ITC, such action or proceeding is not dismissed within 90 days). 7.4. The provisions of Sections 3, 4, 5 and 7 shall survive the expiration or earlier termination of this Agreement. From and after the date of any such expiration or earlier termination, neither party shall have any further rights, privileges or obligations hereunder except that: (ci) No such expiration or earlier termination shall not relieve either party of any liability or obligation accrued prior to the expiration or termination date, including without limitation, Exigent's obligation to purchase the components and/or raw materials purchased or manufactured pursuant to Exigent's forecasts, if any, (ii) such expiration or earlier termination shall not affect the continued operation or enforcement of any provision of this Agreement which is to survive expiration or termination, and (iii) upon such expiration or earlier termination, each party shall immediately return to the other party all Confidential Information as required by Section 5 of this Agreement. In no event upon the expiration or termination of this Agreement shall affect the ongoing obligations terminating party (or in the event of Issuer Party an expiration, either party) be liable to make payments to NCPS in accordance with the terms hereunder and other party for any damages, indemnities, loss of profits, loss of revenues, or other losses by reason of any such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon or termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (a30) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to days' advance written notice. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until DFAS, the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement Adviser or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days' prior written notice to Issuer Party upon: the Company, unless the Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days' prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a "regulated investment company" under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement if such breach or is not cured within 10 days the subject of receipt material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice thereof (to the extent it can be cured)Fund, includingthe Adviser and DFAS, but not limited toif the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 cause on not less than thirty (30) days’ ' prior written notice to each all other Parties, unless any of the other Parties has cured such cause within thirty (30) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party.'s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) No termination any action taken by federal, state or expiration other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party's participation in the subject matter of this Agreement shall affect Agreement. 8.11 Notwithstanding the ongoing obligations termination of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationAgreement, and Issuer each Party shall pay or shall cause continue for so long as any Contracts remain outstanding to be paid perform such amountsof its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder, together with all previously-accrued but not yet paid fees, on receipt respect to a Portfolio and the corresponding subaccount of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringeach Account.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party may terminate receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition withcreditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement for or in any other document furnished by Distributor is, as of the time made or no reason furnished, materially false or misleading; Distributor proceeds with 90 days’ a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or inaccurate and is not made true or accurate within the notice period. (v) Nasdaq, upon not less than ninety (90) days prior written notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section 4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other provision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor is, as of the time made or furnished, materially false or misleading; Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to the Nasdaq Markets for regulatory, commercial or other reasons, made by Distributor in connection herewith, after Nasdaq has notified Distributor that such proposed action would constitute a default hereunder Distributor; Nasdaq may terminate for cause Distributor’s receipt of any other service or product provided by or on behalf of Nasdaq; or Nasdaq, in its sole reasonable discretion, determines that any failure on the part of the Distributor to comply with this Agreement for has or is likely to have a materially adverse impact on the operation or performance of the System, Information or a Nasdaq Market or likely to cause disproportionate harm to Nasdaq’s interests should termination be delayed; (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or no reason with 90 days’ inaccurate and is not made true or accurate within the noticeperiod. (v) Nasdaq, upon not less than ninety (90) days prior written notice notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other provision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. (a) The term of this 11.1 This Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsearly in accordance with the provisions hereof, will continue in effect until for a period of twelve months (“Initial Term”), and shall automatically renew for additional successive twelve month periods thereafter (each a “Renewal Term” and any and all such Renewal Terms together with such Initial Term, collectively, the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time unless either Party provides the other Party with written notice of its decision to terminate this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect within thirty (30) days prior to this Agreement the end of such Initial Term or the Escrow Fundsthen-current Renewal Term, as the case may be. (b) Notwithstanding, NCPS 11.2 Either Party may terminate this Agreement for with or without cause immediately without upon thirty (30) days prior written notice to Issuer the other Party. 11.3 Either Party upon: (a) fraudmay terminate this Agreement by written notice to the other Party, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any if there has been a material breach hereof by Issuer such other Party, which material breach has not been cured to the reasonable satisfaction of such Party within thirty (30) days after the date of this Agreement if such breach is not cured within 10 days of other Party’s receipt of written notice thereof (from such Party. 11.4 Anchore may terminate this Agreement immediately if Reseller becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, dissolved, or otherwise ceases doing business in the extent it can be cured)ordinary course, whether voluntarily or otherwise. 11.5 Upon expiration or termination of this Agreement for any reason, Reseller will immediately return to Anchore all Anchore Property provided to Reseller during the Term, and all copies thereof, including, but not limited to, the Products, Data, Offering Materials and Proprietary Information of Anchore. All licenses and other rights granted by Anchore hereunder to Reseller for such Anchore property will immediately cease upon any failure to pay any amount under this Agreement when due; such termination or (d) if Issuer Party ceases regular operations expiration. 11.6 Termination or files any petition or commences any case or proceeding under any provision or chapter expiration of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any reason will automatically accelerate the due date of all Anchore related invoices and any other monies due to Anchore or no reason with 90 days’ prior written notice to each other PartyDistributor by Reseller, which will become due and payable within thirty (30) days after the effective date of such termination or expiration. (c) No 11.7 Upon termination or expiration of this Agreement, the provisions of this Agreement shall affect providing for payment of any unpaid fees due to Anchore or Distributor hereunder, protection of Anchore’s Intellectual Property or other proprietary rights, warranties disclaimers, limitations of liability, indemnities, arbitration and other provisions of this Agreement concerning the ongoing obligations interests of Issuer Party Anchore, including, but not limited to, Sections 6 (Fees), 8 (Reports and Records), 9 (Confidentiality), 10 (Ownership), 11 (Term and Termination), 12 (Representation and Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification) and 16 (Dispute Resolution), 17.6 (Governing Law and Jurisdiction), and 18 (Definitions) (to make payments to NCPS the extent of any defined terms therein used in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration any of the Term foregoing surviving provisions), will become immediately due continue and payable upon termination, survive in full force and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringeffect.

Term and Termination. (a) The term of this Agreement commences as of and the licenses granted herein shall commence on the Effective Date andand will continue for as long as Licensee maintains any Certified Project(s) in compliance with the obligations set forth in this Agreement, unless terminated earlier pursuant to any of as provided in this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds11. (b) NotwithstandingThe Licensee may, NCPS at its option, terminate this Agreement or any part thereof upon thirty (30) days written notice to LIHI. (c) LIHI may, by written notice to the Licensee, terminate this Agreement, in whole or in part, if Licensee: (i) uses any unapproved Materials in violation of this Agreement and such violation is not corrected within thirty (30) days after Licensee receives written notice; (ii) misuses the Certification Xxxx on any Materials, including in a manner that has not been approved by LIHI and such misuse is not corrected within thirty (30) days after Licensee receives written notice; or (iii) displays or distributes Materials bearing the Certification Xxxx in violation of any applicable law, rule or regulation and such violation is not corrected within thirty (30) days after Licensee receives written notice. For purposes of clarity, any circumstance listed in (i) through (iii) that arises out of or is attributable to any misuse or violation by Licensee’s Subsidiary, LIHI may terminate this Agreement as it applies to said Licensee Subsidiary, but shall not terminate this Agreement as it related to Licensee or any remaining Licensee Subsidiaries. (d) LIHI or Licensee may terminate this Agreement for cause immediately without any of the following reasons (each an “Event of Default”) upon written notice to Issuer the other Party, (i) if a Party upon: (a) fraud, malfeasance materially breaches any or willful misconduct by Issuer Party or any all of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of its obligations as described in this Agreement if and such breach is not cured within 10 thirty (30) days of receipt of written notice thereof of such breach from the other Party, or within 30 days of a decision by the Technical Committee regarding an appeal of a notice of breach under Section 3 above; (to the extent it can be cured), including, but not limited to, ii) if any failure to pay any amount under representation or warranty made by a Party in this Agreement proves to have been misleading or false in any material respect when duemade; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, a Party: (a) makes an assignment or any other federal or state law relating to insolvencygeneral arrangement, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment regarding this Agreement, for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, (b) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any class thereofbankruptcy or similar law for the protection of creditors, for purposes of effecting or has such a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. petition filed against it, (c) No termination otherwise becomes bankrupt or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationinsolvent (however evidenced), and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.or

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this This Agreement shall terminate expire on July 31, 1999. Xxxx hereby agrees that if he is still an employee of Summit on such date, he will resign his employment with Summit. Both parties acknowledge that the employment created herein is Employment-at-Will and NCPS shall have no further obligation may be terminated at any time with or liability whatsoever with respect to this Agreement or without cause under the Escrow Fundsterms stated herein. (b) NotwithstandingIn the event that Xxxx notifies Summit of termination of his employment with Summit for any reason other than specified in Section 2(d), NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any shall terminate as of their affiliates; (b) conduct by Issuer Party or any the date of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount notification. Termination under this Agreement when due; or (dSection 2(b) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of is "Resignation". Notwithstanding the Federal Bankruptcy Actforegoing, the Federal Bankruptcy CodeJuly 31, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening 1999 resignation required by Issuer Party of Section 2(a) shall not constitute a meeting of its creditors, or any class thereof, "Resignation" for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No In the event that Summit notifies Xxxx of termination of his employment by Summit because Xxxx willfully abandoned the duties of his position or expiration engaged in any criminal practice which the Chief Executive Officer and Board of Directors reasonably determines is detrimental or harmful to the good name, goodwill, or reputation of Summit, or which does or could adversely effect the interests of Summit, then this Agreement shall terminate as of the date of such notification; provided, however, that the Chief Executive Officer or the Board of Directors shall notify Xxxx upon the commencement of any investigation by either of them into any of Xxxx'x acts which may be determined to be a criminal practice. Termination under this Section 2(c) is "Cause". (d) In the event that Xxxx notifies Summit of his resignation as an employee of Summit because Summit has required (in writing) Xxxx to perform without Xxxx'x consent (in writing) solely in any role other than Vice President of Finance and Chief Financial Officer, or, in the event that Summit has hired another person in the position of Vice President of Finance and/or Chief Financial Officer, in any role other than a Vice President who shall assist the new Vice President of Finance and/or Chief Financial Officer, then this Agreement shall terminate as of the date of such notification. Termination under this Section 2(d) is "Construction". (e) In the event that Summit notifies Xxxx of termination of his employment by Summit for any reason other than specified in Section 2(c) and/or 2(d), this Agreement shall terminate as of the date of such notification. Termination under this Section 2(e) is "Convenience". (f) Notwithstanding the above, termination of this Agreement shall affect the ongoing not release Xxxx from any obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationunder Sections 4, 5, 6, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering7 hereof.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant this Agreement is otherwise terminated, the term shall continue until a Party elects to any terminate this Agreement by providing the other Party with at least thirty (30) days’ prior written notice of its intention to terminate. Upon termination of this Agreement’s express provisions, will continue in effect until the first to occur Subscriber shall cease any and all use of the final closing of Service. Notwithstanding the Offering and/or the disbursement of all amounts foregoing, this Agreement may also be terminated by: A. Either Party in the Escrow Funds or deposit event of all amounts a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unless, if the material breach is capable of being cured, the material breach is cured within the notice period; B. NASDAQ OMX, immediately, in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement event that the Subscriber becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally Subscriber does not pay its debts as they become due or admits, in writing, its inability to pay its debts on when due; or the Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party may terminate receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; C. NASDAQ OMX, immediately, in the event that the Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any representation, warranty or certification made by Subscriber in this Agreement for or in any other document furnished by Subscriber is, as of the time made or no reason furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any material failure on the part of the Subscriber to comply with 90 this Agreement has or is likely to have an adverse impact on the operation or performance of the System or Service or on thea market; D. NASDAQ OMX, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period; or E. NASDAQ OMX, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Service to each all other Partyeligible individuals or entities that were receiving the same class of Service as Subscriber. (c) No termination F. NASDAQ OMX, immediately, in the event that Subscriber has materially violated or expiration of this Agreement shall affect the ongoing obligations of Issuer Party is about to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationmaterially violate any applicable law, and Issuer Party shall pay rule or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS regulation in connection with its use of the offeringSystem. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other.

Term and Termination. 13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Licence Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, at least 60 days before the end of the Effective Date andInitial Licence Term or any Renewal Period, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time case this Agreement shall terminate and NCPS shall have no further obligation upon the expiry of the applicable Initial Licence Term or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this Agreement; and the Initial Licence Term together with any subsequent Renewal Periods shall constitute the Licence Term. 13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the failure other party; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate debt. 13.3 On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other or no reason with 90 days’ prior written notice items (and all copies of them) belonging to each the other Party.party; (c) No the Supplier may destroy or 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 or expiration of this Agreement shall affect Agreement, a written request for the ongoing obligations of Issuer Party delivery to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Customer of the Term will 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 (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, irrespective of any reason for termination; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. (e) If the Customer has elected to pay for his Annual User Licences on a Monthly basis, such payments must be made monthly in advance. Should the Customer for any reason, including failure in performance terminate the Agreement then all payments due for the remaining period of the Minimum term of 1 year of the Agreement from the date of its commencement for Services Supplied shall become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringSupplier.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS TMI shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS TMI may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPSTMI’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS TMI in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-previously- accrued but not yet paid fees, on receipt of NCPSTMI’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS TMI from any Offering Document, cease use of NCPS TMI intellectual property and no longer refer to NCPS TMI in connection with the offering.

Term and Termination. (a) The term of this 11 1 This Agreement commences as of begins on the Effective Date andUnless early terminated in accordance with Sections 11 or 13, unless terminated earlier pursuant to any of this Agreement’s express provisions, will Agreement shall continue in effect until the first till each Party fulfils its rights and obligations hereunder 11 2 GSK can terminate this Agreement at any time by [*] prior written notice to occur Institution 11 3 The Parties acknowledge and agree that Institution’s obtaining of the final closing TCM Approvals is of the Offering and/or the disbursement of all amounts vital importance to GSK in the Escrow Funds or deposit of all amounts in the Escrow Funds entering into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement In the event that such TCM Approvals are not procured or become invalid, Institution shall terminate promptly notify GSK in writing and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS GSK may terminate this Agreement for cause immediately without by written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct Institution within [*] after receiving the notice by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Institution 11 4 Either Party may terminate this Agreement for any other or no reason with 90 days’ prior immediate effect by written notice to each the other Party.Party if (ci) No termination or expiration the other Party is in breach of any provision of this Agreement shall affect and (if it is capable of remedy) the ongoing obligations breach has not been remedied within [*] after receipt of Issuer written notice specifying the breach and requiring its remedy, or (ii) the other Party becomes insolvent, or if an order is made or a resolution is passed for its winding up (except mergers or reorganizations as part of a voluntary dissolution), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of that Party’s assets, or if that Party makes any arrangement with its creditors, or anything happens which is analogous to make payments to NCPS any of these matters [*] = Certain confidential information contained in accordance this document, marked by brackets, has been omitted and filed separately with the terms hereunder Securities and such obligations shall survive. Amounts that would have become payable had Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 11 5 GSK may terminate this Agreement remained with immediate effect by written notice to Institution if there is a change in effect until the legal or beneficial ownership of Institution or of its majority shareholders from the state existing at the Effective Date which GSK considers in its sole discretion to be significant, then GSK may terminate this Agreement immediately by written notice Institution agrees to give GSK notice in writing of any such change within [*] of it becoming effective 11 6 Sections 1, 2 7, 3, 6, 7, 8, 9, 11, 12, 13, 14 and 15, and other Sections required by their nature or terms to survive, will survive the expiration of the Term or the termination of this Agreement for any reason and will become immediately due continue indefinitely (unless the terms thereof expressly provide for a shorter survival period) 11 7 Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination or expiry and payable upon termination, in particular but without limitation the right to recover damages and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.interest

Term and Termination. 13.1 This Agreement shall become effective on the Effective Date and shall continue through March 31, 1998. This Agreement shall be automatically renewed for successive one year terms unless either party gives notice to the other party not less than 90 days prior to expiration of the initial term or any renewal term that it does not intend to renew this Agreement, or unless this Agreement is otherwise terminated in accordance with this Section. 13.2 This Agreement may not be terminated without cause except by non-renewal as set forth in Section 13.1 above. 13.3 This Agreement may be terminated for cause at any time, without limiting any party's other rights or remedies, upon written notice identifying with specificity the cause and providing the period to cure as set forth: (a) The term of this Agreement commences as of by either party if the Effective Date and, unless terminated earlier pursuant to any other (non-terminating) party commits a material breach of this Agreement’s express provisions, will continue in effect until and such breach continues unremedied for a period of 30 days after receipt by the first to occur other party of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.written notice thereof; or (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party uponby either party if the other (non-terminating) party: (ai) fraud, malfeasance has a receiver appointed for itself or willful misconduct by Issuer Party or any of their affiliatesits property; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of its creditors; the convening by Issuer Party of a meeting of its creditors, or (iii) any class thereofproceedings are commenced by, for purposes or against the non-terminating party under any bankruptcy, insolvency or debtor's relief law seeking a reorganization of effecting a moratorium upon or extension or composition such party's debts and such proceedings are not dismissed within 90 days of its debtstheir commencement; or (iv) the failure of Issuer Party generally non-terminating party is liquidated or dissolved. 13.4 Neither party to pay its debts on a timely basis. Any Party may terminate this Agreement shall be liable to the other by reason of termination of this Agreement in accordance with its terms for compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or no reason with 90 days’ prior written notice goodwill of either party, notwithstanding any law to each other Party. (c) the contrary. No termination or expiration of this Agreement shall affect release either party from its obligation to pay the ongoing obligations of Issuer Party other party any amounts which accrued prior to make payments to NCPS in accordance with the terms hereunder and such obligations termination or which shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon accrue after such termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. This Agreement is deemed to have commenced on the Commencement Date and shall continue in force until three (a3) The term of this Agreement commences as of years from the Effective Date and, unless terminated earlier pursuant to any Project Completion or lawful termination of this Agreement’s express provisions, will continue in effect until whichever is the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS earlier. CREST shall have no further obligation or liability whatsoever with respect the right to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or upon the occurrence of any of their affiliates; (b) conduct by Issuer Party or the following events: if the Researchers commit a breach of any of their affiliates that may jeopardize NCPS’s current businessthe terms, prospective business conditions, stipulations or professional reputationcovenants contained in this Agreement, which breach is capable of being remedied, and fails to remedy such breach within fourteen (14) days from the date of notice by CREST requesting the Researchers to remedy the same; (c) if the Researchers commit a breach of any material breach by Issuer Party of the terms, conditions, stipulations or covenants contained in this Agreement if and such breach is not cured within 10 days incapable of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, being remedied; if any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, Researchers enter into an arrangement or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment composition for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or if a receiver or manager is appointed in respects of its assets or undertaking or any class part thereof, or if an order shall have been made or a petition be presented or an effective resolution be passed for purposes the winding up a Researcher; if any of effecting the Researchers threaten to or is wound-up or ceases to exist; if a moratorium upon Researcher undergoes any merger, acquisition, reconstruction or extension amalgamation and such merger, acquisition, reconstruction or composition amalgamation results in a Change in Control and CREST is of its debtsthe opinion that such merger, acquisition, reconstruction or amalgamation will adversely impact the Project; if there is a material change to the existing business of a Researcher and CREST is of the opinion that such material change will adversely impact the Project; if any of the Researchers commit any act or omission by a Party that prejudices the reputation of a non-defaulting Party; if the research work for the Project is not completed by the date of Research Completion; or if there is a variation, alteration and/or amendment to the failure Project which will result in a material change in the Project and such material change is prejudicial to the interest of Issuer Party generally CREST. Notwithstanding any other rights of termination available to pay its debts on CREST, if in the reasonable opinion of CREST: the Researchers have failed to meet or are unlikely to meet any of the Key Performance Indicators within the timeframes specified therefor; and/or XXXXX considers it unlikely that the Project will be completed to CREST’s satisfaction or otherwise in a timely basis. Any Party manner, CREST may by notice in writing to the Researchers terminate this Agreement for or any other of its obligations thereunder in whole or no reason with 90 days’ prior written notice in part and without any liability whatsoever on its part, whereupon CREST shall be immediately released from its further obligations under the Agreement, including any obligation to each other Party. (c) No provide any part of the Grant Funds, but without prejudice to any of CREST’s accrued rights. Upon the termination or expiration of this Agreement shall affect the ongoing (howsoever caused), all rights and obligations of Issuer Party the Parties herein shall cease (save as provided in Clause 13.6.), and in particular the obligation by CREST to remit any further monies to the University and CREST shall be entitled to exercise any one or more of the following rights and remedies at its absolute discretion: CREST shall have the right to withhold the disbursement of any of the Drawdown Amount or part thereof; CREST shall have the right to (a) cease and decline to make any payments on behalf of the Company to NCPS in accordance with third party vendors for any purchases made after termination of this Agreement and (b) reject all claims for expenses incurred by the terms hereunder Company after termination of this Agreement; CREST shall have the right to demand the University to immediately refund its Respective Portion of the Grant Funds as disbursed by CREST up to the termination of this Agreement and such obligations sums shall survive. Amounts that would be owing and due from the University as of the date of such notice; CREST shall have become payable had the right to demand the Company to immediately refund its Respective Potion of the Grant Funds as disbursed by CREST to the Company and/or payments made to third party vendors and claims for expenses incurred by the Company and such sums shall be owing and due from the Company as of the date of such notice; and CREST shall be entitled to appoint any other person, body or company to take over and complete the Project; For the avoidance of doubt, nothing herein shall in any way prejudice any right or remedy available to CREST as a result of or arising out of the termination of this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringby CREST.

Term and Termination. (a) 11.1 The term of this Agreement commences as of shall commence on the Effective Date andSignature Date, and unless terminated earlier pursuant to any of in accordance with this Agreement’s express provisionsArticle XI, will shall continue in effect until the first to occur later of (a) the expiration date of the final closing last to expire patent in the Licensed Patent Technology;; or (b) the date of the Offering last abandonment of a patent application in the Licensed Patent Technology. 11.2 The Licensor shall have the right to modify or terminate this Agreement and/or the disbursement underlying license, in whole or in part, upon the occurrence of all amounts any one of the following events (each an “Event of Default”): (a) Licensee or any of its Affiliate(s) or Sublicensees fails to perform and meet the obligations set forth in Article VII above, and Licensee cannot otherwise demonstrate to Licensor’s reasonable satisfaction that Licensee or any of its Affiliate(s) or Sublicensees has taken, or can be expected to take within a reasonable time, effective steps to so perform and meet the Escrow Funds or deposit of all amounts obligations set forth in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Article VII above; (b) Notwithstanding, NCPS may terminate this Agreement The Licensor determines that such action is necessary to meet requirements for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct public use specified by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party Government regulations issued after the date of this Agreement if and such breach is requirements are not cured within 10 days of receipt of written notice thereof (to reasonably satisfied by the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.Licensee; (c) No termination The Licensee makes a misrepresentation or expiration has made a materially false statement of, or omitted, a material fact in the license application, the Development Plan, or in any Point of Practical Application Report, Additional Information, Report or other information provided to Licensor as required by this Agreement or in the Development Plan; (d) The Licensee or its Affiliate(s) or a Sublicensee commits a material breach of this Agreement shall affect the ongoing obligations of Issuer Party as determined by Licensor; (e) The Licensee fails to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay provide or shall cause to be paid provided by its Affiliate(s) or Sublicensees any Point of Practical Application Report, Additional Information, Report or other information deemed material by Licensor as required by this Agreement; (f) The Licensee fails to make a payment or to insure payment in full is made as and when required under this Agreement; or (g) The Licensee is or becomes Bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit or creditors. 11.3 Except for an Event of Default under (d), (f) and (g) above, in making its determination to modify or terminate this Agreement, Licensor shall take into account the normal course of similar commercial development programs conducted under sound and reasonable business practices and judgment and the annual Point of Practical Application Reports, Additional Information, Reports and other information submitted by Licensee under Article V. Prior to invoking its right to modify or terminate this Agreement and/or the underlying license as a result of an Event of Default, other than under (d), or (g) above or by mutual agreement, Licensor shall furnish Licensee and any Sublicensees of record written notice of its intention to modify or terminate, and the Licensee and any notified Sublicensees shall be allowed ninety (90) days after the date of such amounts, together with all previously-accrued but notice to remedy the Event of Default or to show cause why this Agreement should not yet paid fees, on receipt of NCPSbe so modified or terminated. If Licensee fails to alleviate Licensor’s invoice therefor or as otherwise concerns set forth in Exhibit Bthis Section or fails to take corrective action to Licensor’s satisfaction, Section 9 Licensor may terminate this Agreement. 11.4 The word “termination” and cognate words, such as “term” and “terminate,” used in this Article XI and elsewhere in this Agreement are to be read, except where the contrary is specifically indicated, as omitting from their effect the following rights and obligations, all of which survive any termination to the degree necessary to permit their fulfillment or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.discharge:

Term and Termination. (a) The term of this 12.1 This Agreement commences shall be effective as of the Effective Date andJanuary 1, unless terminated earlier pursuant to any of this Agreement’s express provisions2004 and shall expire on December 31, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof 2004 (“Initial Term”), at which time this . The Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement be automatically be renewed for additional periods of one (1) year each (a “Renewal Term”) from the end of the Initial Term or the Escrow Fundsfirst Renewal Term respectively, unless FORT DODGE or DISTRIBUTOR informs the other party in writing at least thirty (30) prior to the end of the Initial Term or first Renewal Term that it does not elect to renew the Agreement. (b) Notwithstanding, NCPS 12.2 Either party may terminate this Agreement for cause immediately prior to the expiration of the Initial Term or any Renewal Term, with or without cause, upon ninety (90) days’ prior written notice to Issuer Party upon: (a) fraudthe other party. 12.3 In addition to its other rights, malfeasance FORT DODGE shall have the right, exercisable at any time by written notice to the DISTRIBUTOR, and without incurring any liability to the DISTRIBUTOR, to terminate this Agreement as of the date of such notice upon the breach of this Agreement by DISTRIBUTOR or willful misconduct by Issuer Party or the happening of any of their affiliates; (b) conduct the following events: 12.3.1 the failure of the DISTRIBUTOR to meet the requirements set forth in FORT DODGE’S Prices, Policies and Terms, as issued by Issuer Party or any FORT DODGE from time to time; 12.3.2 in the event of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any a material breach by Issuer Party of this Agreement if such breach the DISTRIBUTOR which is not cured within 10 days of receipt of written notice thereof ten (to the extent it can be cured), including10) business days. A material breach shall include, but not be limited to, any failure to pay any amount under this Agreement when duemeet the provisions relating to prompt payment and credit-worthiness; making sales of Products to other distributors or outside the Territory, except as authorized by FORT DODGE; or (d) if Issuer Party ceases regular operations failing to obey any federal, state or files any petition or commences any case or proceeding under any provision or chapter local law governing the distribution of such Products; 12.3.3 insolvency of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to IssuerDISTRIBUTOR; an assignment for the benefit of creditorscreditors by the DISTRIBUTOR; the convening by Issuer Party appointment of a meeting trustee or receiver for any part of its creditors, the DISTRIBUTOR’S property or a filing by or against the DISTRIBUTOR of any class thereof, for purposes petition in bankruptcy or under any of effecting a moratorium upon the provisions of the Bankruptcy Act; 12.3.4 attachment of or extension or composition levy against any of its debts; or the failure DISTRIBUTOR’S property by any judicial officer which is not discharged within thirty (30) days thereafter. 12.4 Termination of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other reason or no reason termination of any DISTRIBUTION Agreement that FORT DODGE may have with 90 days’ prior written notice a subsidiary, division, or branch of DISTRIBUTOR, shall be without prejudice to each other Party. (c) No FORT DODGE’S rights to any amounts then owing by the DISTRIBUTOR under this Agreement. Upon termination or expiration non-renewal of this Agreement shall affect for any reason, DISTRIBUTOR agrees, at FORT DODGE’S option, to return to FORT DODGE, at DISTRIBUTOR’S expense, all Product that has not been paid for by DISTRIBUTOR at the ongoing obligations time of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon non-renewal or termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this 7.1 This Agreement commences as of is effective on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will and shall continue in effect until force for a period of seven (7) years unless sooner terminated as herein provided. This Agreement shall be automatically renewed for additional terms of one year each unless either party shall have given notice of termination to the first other party not less than six-months prior to occur the expiration of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds initial term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsan renewal term. (b) Notwithstanding, NCPS 7.2 Either party may terminate this Agreement for cause immediately without notice to Issuer Party upon: in the event (a) fraudthe other party commits a material breach of this Agreement, malfeasance which breach remains uncured for a period of thirty (30) days following written notice of such material breach; or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current businessthe other party becomes insolvent, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure fails generally to pay any amount under this Agreement when its debts as they become due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; , is the convening by Issuer Party subject of any voluntary or involuntary case commenced under the federal bankruptcy laws, as now constituted or hereafter amended (which, in the case of involuntary bankruptcy, is not dismissed within ninety (90) days), or of any other proceeding under other applicable laws of any jurisdiction regarding bankruptcy, insolvency, reorganization, adjustment of debt or other forms of relief for debtors, has a meeting receiver, trustee, liquidator, assignee, custodian or similar official appointed for it or for any substantial part of its creditorsproperty, or is the subject of any class thereofdissolution or liquidation proceeding. Without limiting the generality of the foregoing, failure by Cynosure to make any payment due to El En under this Agreement, subject to applicable cure periods set forth in this Section 7.2, shall constitute a material breach for purposes hereof and shall attribute to El En at its sole option, the right to revoke the exclusivity of effecting a moratorium upon Cynosure’s rights within the Territory or extension or composition of its debts; or to terminate the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No 7.3 After termination or expiration of this Agreement, any amounts owed by one party to the other for transactions occurring during the term of the Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS be paid in accordance with this Agreement. El En shall have no obligation to Cynosure for any sales or other activities of Cynosure after termination or expiration of this Agreement, unless expressly agreed in writing signed by both parties. 7.4 After termination or expiration of this Agreement, each Party shall return to the terms hereunder other Party all copies of confidential and/or proprietary information previously disclosed by the other Party, and such obligations Cynosure shall surviveremove and not thereafter use any advertisements, brochures and other items in its possession or under its control, that contain El En’s trademarks and/or service marks. Amounts that would have become payable had All rights and licenses granted to Cynosure under this Agreement remained in effect until and Prior Distribution Agreements shall terminate and revert back to El En except to the extent that such rights and licenses are necessary to enable Cynosure to provide service or support with respect to any Product that has been distributed by Cynosure. El En agrees that for a period of 5 years following any termination or expiration of this Agreement, it will continue to make available for purchase by Cynosure spare parts for the Term will become immediately due Products or replacement Products to enable Cynosure to provide service and payable upon terminationsupport with respect to the Products sold by Cynosure during the term of this Agreement. 7.5 The following provisions of this Agreement shall survive the termination or expiration of this Agreement: Sections 6.4, 6.5, 7.3, 7.4, 8, 9, 11, 15 and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering16.

Term and Termination. (a) Unless sooner terminated in accordance herewith, the initial term of this Supply Agreement shall be for a period commencing on the Effective Date, and ending on the third (3) anniversary thereof. Thereafter, this Supply Agreement shall be automatically renewed for additional and successive one (1) year terms, unless either party shall provide to the other party written notice of an intent not to renew at least six (6) months prior to the end of the initial term or renewal term, as applicable. The term of this Supply Agreement commences as of referred to in this Section 15(a) (including any extension period) is referred to herein as the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term.”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) NotwithstandingIn addition to any other right of termination specifically provided for hereunder, NCPS this Supply Agreement may terminate this Agreement be terminated by either party for cause immediately without upon written notice to Issuer Party upon: the other. For purposes of the preceding sentence, “cause” shall mean (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; without limitation): (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ci) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof by a party (to the extent it can be cured), including, but not limited to, any Mallinckrodt’s failure to pay deliver to Progenics the amount of MNTX specified in a binding purchase order within fifteen (15) days of the delivery date specified in such binding purchase order three (3) or more times in any amount under Contract Year) which shall go uncorrected for a period of thirty (30) days after written notice of such breach has been given to the defaulting party; (ii) any material breach of any representation and warranty set forth in this Agreement when due; Agreement; (iii) the institution by a party of voluntary proceedings in bankruptcy or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision insolvency law or chapter law for the relief of debtors; (iv) the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry making by a party of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditorscreditors or any dissolution or liquidation; [*] - INDICATES INFORMATION WHICH HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THIS INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (v) the convening by Issuer Party filing of an involuntary petition under any bankruptcy or insolvency law against a party, unless such petition is dismissed or set aside within sixty (60) days from the date of its filing; or (vi) the appointment of a meeting receiver or trustee for the assets or business of its creditorsa party, unless such appointment is dismissed or any class thereof, for purposes set aside within sixty (60) days from the date of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partysuch appointment. (c) No In the event of any termination of this Supply Agreement, for whatever reason, Mallinckrodt shall, notwithstanding the effective date of any termination, fulfill any orders for MNTX that were issued by Progenics and accepted by Mallinckrodt during the six (6) month Binding Periods of any Rolling Forecast as specified in Section 5(a) and any other purchase orders issued prior to the effective date of such termination, and Progenics shall pay Mallinckrodt for any MNTX ordered and Delivered to Progenics at the applicable Product Price. (d) The representations and warranties of the parties hereunder, covenants which by their terms have effect after the termination or expiration hereof, and the parties’ indemnification and confidentiality obligations shall survive termination or expiration of this Supply Agreement. (e) In the event that Progenics terminates this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms of Section 15(a) or 15(b) herein or upon expiration of this Agreement, Progenics shall have the right, upon written notice to Mallinckrodt, to submit one or more purchase orders for MNTX up to a maximum of one hundred percent (100%) of the aggregate amount reflected in the last twelve (12) months of its then current eighteen (18) month Rolling Forecast. If Progenics makes this election, Mallinckrodt shall produce and deliver to Progenics the full quantity so ordered within six (6) months of the effective date of any termination by Mallinckrodt or on such other schedule as the parties shall mutually agree. (f) Upon termination of this Agreement, Mallinckrodt shall maintain and complete the stability program as agreed by the parties hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained maintain the MNTX DMFs in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together accordance with all previously-accrued but not yet paid fees, on receipt of NCPSeach Regulatory Agency’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringguidelines.

Term and Termination. (a) The term of this Agreement commences AGREEMENT shall commence as of the Effective Date anddate of this AGREEMENT, and shall continue until January 1, 2006, unless earlier terminated earlier pursuant to any terms of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsAGREEMENT. (b) NotwithstandingThis AGREEMENT may be terminated upon the occurrence of one or more of the following events, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: within the time periods set forth below (aeach, an "EVENT OF DEFAULT"): (i) fraudBy either PARTY, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any if the other PARTY hereto shall be in material breach by Issuer Party of this Agreement if any covenant or agreement hereunder or in the event of an inaccuracy in any representation or warranty hereunder, provided that such breach is or inaccuracy has not been cured within 10 days of receipt of following written notice thereof (of such breach to the extent it can be cured)PARTY committing such breach; or (ii) by COMPANY, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding BANK shall file for protection under any provision state or federal liquidation provision, or if either PARTY is placed into conservatorship or receivership with the FEDERAL DEPOSIT INSURANCE CORPORATION or any regulatory body having jurisdiction over said PARTY or any other duly appointed person or entity; or (iii) by BANK, if COMPANY shall file for protection under any chapter of the Federal Bankruptcy Act, the Federal federal Bankruptcy Code, an involuntary petition is filed against COMPANY under any such chapter and is not dismissed within thirty (30) days of such filing, or a receiver or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry regulatory authority takes control of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyCOMPANY. (c) No Provided that COMPANY is not in material breach of this AGREEMENT, COMPANY may terminate this AGREEMENT by giving written notice at least ten (10) business days in advance of termination if: (i) BANK ceases generally to fund TRANSACTIONS marketed by COMPANY; or (ii) any amendment to or change in the terms of Kentucky Revised Statute Chapter 368, or other applicable law, has an adverse effect upon COMPANY or may reasonably be expected to have an adverse effect upon COMPANY, including placing COMPANY at a competitive disadvantage with respect to other persons or entities engaged in deferred deposit transactions or any product that is the same as or substantially similar to the TRANSACTIONS. (d) Provided that COMPANY is not in material breach of this AGREEMENT, COMPANY may, in addition to all other available remedies, terminate this AGREEMENT immediately if BANK breaches its obligation under paragraph 4(c)(ii) of this AGREEMENT to honor and pay any check or other negotiable instrument drawn on any of BANK'S depository accounts validly issued in connection with TRANSACTIONS approved by the BANK. (e) BANK may terminate this Agreement prior to November 30, 2002, if BANK is not reasonably satisfied with the results of BANK'S due diligence review of the documents and other materials provided to BANK by COMPANY and set forth on Exhibit G hereto. (f) BANK may terminate this Agreement on ten (10) business days' written notice to COMPANY if by March 31, 2003, COMPANY has not terminated COMPANY'S arrangements with parties other than BANK to offer and provide TRANSACTIONS or any product that is the same as or substantially similar to the TRANSACTIONS within the MARKET. (g) Either PARTY may terminate this AGREEMENT on ten (10) business days' written notice to the other PARTY if the aggregate NET CHARGE OFFS exceed * of the aggregate amount of FEES originated through COMPANY in such quarter; provided such notice is given not later than thirty (30) days following the end of such calendar quarter. (h) If a PARTY'S performance hereunder is rendered illegal or materially adversely affected by reason of changes in law or regulations (either federal or state) applicable to the TRANSACTIONS or to either PARTY hereto, then either PARTY may terminate this AGREEMENT. (i) If a PARTY is advised in writing by any regulatory agency having or asserting jurisdiction over such PARTY or the TRANSACTIONS that the performance of its obligations under this AGREEMENT is or may be unlawful or constitutes or may constitute an unsafe or unsound banking practice or that such activity may jeopardize such PARTY's standing with or applicable rating from such regulatory agency, then the PARTY unable to perform, or whose performance has been rendered illegal or who has been so advised by a regulatory agency, may terminate this AGREEMENT by giving written notice at least six (6) months in advance of termination to the other PARTY, unless such changes in the laws or regulations or communication from such regulatory agency require earlier termination, in which case termination shall be effective upon such earlier required date. (j) Except as may be prohibited by federal, state or local law, statutes, or regulations or regulatory authorities, upon the expiration or termination of this AGREEMENT, each PARTY will remit to the other PARTY all amounts owing to such other party for transactions commencing on or before the expiration or termination date, and each PARTY shall fulfill all of its obligations under this AGREEMENT that arose or accrued before the expiration or termination date. In order to preserve the goodwill of each PARTY with its CUSTOMERS, both PARTIES shall act in good faith cooperation in order to ensure a smooth and orderly termination of their relationship and the ---------- * 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. Such portions are omitted from this filing and filed separately with the Securities and Exchange Commission. termination of the TRANSACTION origination and marketing program contemplated hereunder. Upon the termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party AGREEMENT, all rights herein granted to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise COMPANY (except those set forth in Exhibit BSection 9(a)) shall revert to BANK, Section 9 and COMPANY shall immediately cease using the BANK property. (k) Either party shall be entitled to pursue, either before or Section 10. In additionafter termination, Issuer Party shall remove any such rights and all references remedies as may be available at law and in equity, in addition to NCPS from any Offering Document, cease use those rights and remedies specifically provided for under the terms of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis AGREEMENT.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date andUpon execution, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate be effective for an indefinite term and NCPS shall have no further obligation or liability whatsoever with respect continue unless terminated by either party at the end of any calendar year by written notice to this Agreement or the Escrow Fundsother given at least 180 days prior to the effective date of termination. (b) NotwithstandingNotwithstanding the provisions of Paragraph 8(a), NCPS either party may terminate this Agreement for cause as hereinafter provided: (1) Effective immediately without upon written notice to Issuer Party upon: the other party in the event of fraud or dishonesty by the other party, provided that such notice shall be given as soon as practicable after discovery of such fraud or dishonesty. (a2) fraud, malfeasance Effective immediately upon written notice to the other party upon the final judicial determination of the insolvency or willful misconduct by Issuer Party bankruptcy of the other party provided that such notice shall be given as soon as practicable after discovery of such fraud or dishonesty. (3) Upon at least one full month's notice effective the last day of any month because of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any the material breach by Issuer Party the other party of its obligations under this Agreement if Agreement, provided that such notice shall be given as soon as practicable after discovery of such breach is not cured and that the other party fails to remedy such breach within 10 days the notice period provided. (4) Upon at least one full month's notice effective the last day of receipt any month upon the merger of written notice thereof (to Company with another entity or upon the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter change in controlling ownership of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening Company by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyManager. (c) No Upon termination or expiration of this Agreement the Manager shall affect deliver to the ongoing obligations Company or its successor in interest all property, records and information of Issuer Party every kind concerning the affairs of the Company in the possession, custody, or control of the Manager and the parties shall make all payments required in paragraphs 4 and 5. (d) After the effective date of termination of this Agreement for any reason, the Company shall bear the cost of both allocated and unallocated loss adjustment expense for all claims open at the date of termination or reported after the date of termination and the Manager shall not be responsible for any such expense after the date of termination. (e) In the event that either party gives such notice of termination, the Company shall have the right, during the period preceding the termination date, to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references arrangements necessary or desirable in its discretion to NCPS from any Offering Documentprovide for personnel and facilities for the performance of the services performed under this Agreement by the Manager, cease use of NCPS intellectual property and no longer refer to NCPS in connection the Manager will cooperate with the offeringCompany toward the end that there will be an orderly transfer of management service functions in respect of the Company's business from the Manager to the Company or its designee.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant this Agreement is otherwise terminated, the term shall continue until a Party elects to any terminate this Agreement by providing the other Party with at least thirty (30) days’ prior written notice of its intention to terminate. Upon termination of this Agreement’s express provisions, will continue in effect until the first to occur Subscriber shall cease any and all use of the final closing of Service. Notwithstanding the Offering and/or the disbursement of all amounts foregoing, this Agreement may also be terminated by: A. Either Party in the Escrow Funds or deposit event of all amounts a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unless, if the material breach is capable of being cured, the material breach is cured within the notice period; B. NASDAQ OMX, immediately, in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement event that the Subscriber becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally Subscriber does not pay its debts as they become due or admits, in writing, its inability to pay its debts when due; or the Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; C. NASDAQ OMX, immediately, in the event that the Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any material failure on the part of the Subscriber to comply with this Agreement has or is likely to have an adverse impact on the operation or performance of the System or Service or on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 market; D. NASDAQ OMX, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period; or E. NASDAQ OMX, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Service to each all other Partyeligible individuals or entities that were receiving the same class of Service as Subscriber. (c) No termination F. NASDAQ OMX, immediately, in the event that Subscriber has materially violated or expiration of this Agreement shall affect the ongoing obligations of Issuer Party is about to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationmaterially violate any applicable law, and Issuer Party shall pay rule or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS regulation in connection with its use of the offeringSystem. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other.

Term and Termination. 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of a 1 month rolling contract (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, at least 30 days before the end of the Effective Date andInitial Subscription Term or any Renewal Period, unless terminated earlier pursuant to any of in which case this Agreement’s express provisions, will continue in effect until agreement shall terminate upon the first to occur expiry of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds applicable Initial Subscription Term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the failure other party within the meaning of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate section 840 of the Income and Corporation Taxes Act 1988; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.3 On termination of this Agreement agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other or no reason with 90 days’ prior written notice items (and all copies of them) belonging to each the other Party.party; (c) No the Supplier may destroy or 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 or expiration of this Agreement shall affect agreement, a written request for the ongoing obligations of Issuer Party delivery to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Customer of the Term will become immediately 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 (whether or not due and payable upon at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, and Issuer Party shall pay or shall cause the continuation after termination of any provision expressly stated to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor survive or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.implicitly

Term and Termination. (a) The term of this 10.1 This Agreement commences as of shall become effective on the Effective Date andand shall, unless terminated earlier pursuant to any of in accordance with this Agreement’s express provisionsArticle, will continue in effect force until the first last to occur expire of the final closing VALID CLAIM of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsLICENSED PATENT RIGHTS. (b) Notwithstanding, NCPS 10.2 FUJISAWA may terminate this Agreement for cause immediately without following sixty (60) days prior written notice (the “NOTICE PERIOD”) to Issuer Party upon: OSIP in the event that (a) fraudOSIP fails to make any payment which is due under Article 3 hereof and is not subject to a bona fide dispute, malfeasance within the NOTICE PERIOD; or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any OSIP commits a material breach by Issuer Party of any other obligation of this Agreement if such breach which is not cured within 10 days the NOTICE PERIOD, (c) OSIP goes into liquidation, a receiver or a trustee is appointed for the property or estate of receipt of written notice thereof (to the extent it can be cured)OSIP, includingfiles or is filed a petition for bankruptcy, but not limited tocorporate reorganization, any failure to pay any amount under this Agreement when due; civil rehabilitation or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother insolvency proceedings, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; OSIP makes an assignment for the benefit of creditors; , and whether any of the convening by Issuer Party aforesaid events be the outcome of a meeting the voluntary act of its creditorsOSIP, or otherwise or (d) OSIP directly or indirectly contests the validity of any class thereofLICENSED PATENT RIGHTS or does not, for purposes within 30 days following execution of effecting a moratorium upon or extension or composition this Agreement, irrevocably withdraw any and all proceedings previously filed attacking the validity of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party such LICENSED PATENT RIGHTS. 10.3 OSIP may terminate this Agreement for any other or no reason with 90 days’ following the NOTICE PERIOD (a) on sixty (60) days prior written notice to each FUJISAWA with or without cause, (b) if FUJISAWA commits a material breach of any other Party. obligation of this Agreement which is not cured within the NOTICE PERIOD; or (c) No termination if FUJISAWA goes into liquidation, a receiver or expiration a trustee is appointed for the property or estate of FUJISAWA, files or is filed a petition for bankruptcy, corporate reorganization, civil rehabilitation or other insolvency proceedings, or FUJISAWA makes an assignment for the benefit of creditors, and whether any of the aforesaid events be the outcome of the voluntary act of FUJISAWA, or otherwise. 10.4 Termination of this Agreement shall not affect any rights or obligations accrued prior to the ongoing obligations effective date of Issuer Party such termination, specifically OSIP’s obligation to make payments according to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had provisions of this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The Except as otherwise provided herein, this Agreement shall remain in full force and effect for a term of this Agreement commences as of one year from the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions. This Agreement may be extended for subsequent one year term upon the submission and approval of the “ANNUAL RENEWAL or NEW PRODUCT RELEASE UPDATE FOR KCS VERIFIED v5 PRODUCTS AGREEMENT” (Exhibit C). Licensee is responsible to update the CSI annually, based on the anniversary of being KCS Verified, with contact information and the names of the current employees who hold a KCS Practices v5 certification. Failure to provide an annual update to the CSI will continue result in effect suspension of the License and removal from the CSI list of KCS Verified v5 vendors until the first to occur updated information is provided or the term of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS License expires. CSI may terminate this Agreement for cause immediately without notice to Issuer Party uponin the event that Licensee: (ai) fraudapplies for or consents to the appointment of a receiver, malfeasance trustee, or willful misconduct by Issuer Party liquidator for all or any a substantial part of their affiliatesLicensee’s assets; (bii) conduct by Issuer Party is unable to, or any of their affiliates that may jeopardize NCPS’s current businessadmits in writing its inability to, prospective business or professional reputationpay its debts as they mature; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; (iv) has any petition under any bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or is adjudicated bankrupt or insolvent; or (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement for the convening by Issuer Party benefit of a meeting of its creditors, or takes advantage of any class thereofinsolvency law in its capacity as a debtor. In the event that the foregoing clause is held to be unenforceable, for purposes then the trustee in bankruptcy or debtor in possession, as applicable, shall be able to maintain this Agreement only if the trustee or debtor in possession abides by all of effecting the provisions herein; and failure to do so shall be a moratorium upon or extension or composition material breach of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisthis Agreement. Any Party CSI may terminate this Agreement for any other or no reason with 90 days’ prior in the event that Licensee materially breaches this Agreement and fails to cure such breach to CSI’s satisfaction within 30 days after written notice thereof. The license granted hereunder to each other Party. (c) No any KCS Verified v5 Product shall automatically terminate if Licensee ceases selling or distributing such KCS Verified v5 Product for a period of 90 days or more. Upon termination or expiration of this Agreement for any reason, all rights granted to Licensee hereunder shall affect automatically terminate and revert back to CSI, and Licensee shall cease and desist from all use of the ongoing obligations of Issuer Party KCS Verified v5 Trademarks. Furthermore, Licensee will at no time adopt or use, without CSI's prior written consent, any word or xxxx which is likely to make payments be similar to NCPS in accordance or confusing with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringKCS Verified v5 Trademarks.

Term and Termination. 11.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause 12) continue for the initial period set out in the Proposal/Scoping Document (“Initial Term”) and shall continue thereafter from year to year until terminated upon either party in accordance with the Terms of this Agreement. 11.2 The Customer may terminate this agreement upon giving not less than 12months’ notice in writing to expire on the annual anniversary of the Effective Date. 11.3 Either party may terminate this agreement immediately at any time by written notice to the other party if: (a) The term that other party commits any material breach of its obligations under this Agreement commences as agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the Effective Date and, unless terminated earlier pursuant breach and requiring it to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.be remedied; or (b) Notwithstandingthat other party: ceases to trade (in whole, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be curedpart), including, but not limited to, any failure becomes insolvent or unable to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeparty, or any other federal notice of an intention to appoint such a person is given or state law documents relating to insolvencysuch an appointment are filed with any court, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.or (c) No the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept an amount of less than the sums owing to them in satisfaction of those sums; or (d) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction). 11.4 On termination or expiration of this Agreement agreement by Sure Communication all licences granted by Sure Communication under this agreement shall affect terminate immediately. 11.5 On expiry or termination of this agreement Sure Communication shall at the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder request and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration expense of the Term will become immediately due Customer return to them or destroy the Materials and/or Confidential Information and payable upon terminationprovide such assistance as is reasonably requested by the Customer to transfer the Services/Site to the Customer or another service provider, and Issuer Party shall pay or shall cause subject to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt payment of NCPSSure Communication’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringexpenses reasonably incurred.

Term and Termination. 15.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Minimum Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month or 1 year as specified by the customer (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, before the end of the Effective Date andMinimum Term or any Renewal Period, unless terminated earlier pursuant to any of in which case this Agreement’s express provisions, will continue in effect until agreement shall terminate upon the first to occur expiry of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds applicable Minimum Term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this agreement; and the Minimum Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 15.2 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party’s assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the failure of Issuer Party generally other party ceases, or threatens to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice cease, to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.trade; or

Term and Termination. (a) The term of this This Agreement commences as of will begin on the Effective Date andand continue until March 31, 2011, however, such agreement will continue to renew for additional twelve (12) months terms unless notice of termination is delivered to the other party within thirty (30) days of the existing term expiration date, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until as follows: (a) by the first to occur mutual agreement of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.parties; (b) Notwithstandingby either Consultant or the Company upon at least 30 days prior written notice;, NCPS may terminate in the event of a termination of this Agreement agreement under this subsection the Company shall pay the agreed amount stated under Section 3(a) above for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any last month of their affiliates; (b) conduct by Issuer Party or any consulting. No compensation shall be due and payable for the remainder of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; the period for which services are not performed. (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 either Consultant or the Company upon at least 15 days of receipt of prior written notice thereof (to the extent it can be cured), including, but not limited to, breaching party if: (i) the other party fails to substantially perform any failure to pay any amount of its material obligations under this Agreement when dueAgreement, by a showing of clear and convincing evidence; (ii) the other party declares itself or (d) if Issuer Party ceases regular operations is adjudicated bankrupt or files any petition or commences any case or proceeding otherwise proceeds under any provision applicable bankruptcy or chapter insolvency laws for the reorganization, arrangement, adjustment of the Federal Bankruptcy Actdebt, the Federal Bankruptcy Coderelief of debtors, dissolution, insolvency or liquidation or similar law of any other federal or state law jurisdiction relating to insolvency, bankruptcy such party; (iii) the commencement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt appointment of any custodian or the entry like for the other party under any bankruptcy, insolvency or other proceeding remains undismissed for a period of an order for relief under 60 days; (iv) the Federal Bankruptcy Code with respect to Issuer; an other party makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, creditors or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally states in writing that it is unable to pay its debts on a timely basis. Any Party may terminate generally as they become due; (d) immediately by the Company in the event that the Company in good faith determines that Consultant has engaged in any dishonesty, misrepresentation or unprofessional conduct relating to this Agreement; or (e) immediately by Consultant in the event that Consultant in good faith determines that the Company or its Representatives have either engaged in any (i) dishonesty or misrepresentation relating to the Company, its business, its financial statements or this Agreement for any other or no reason with 90 days’ prior written notice (ii) unprofessional conduct relating to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10Agreement. In addition, Issuer Party shall remove any this Agreement will automatically terminate upon the death of Rxx Xxxxxx (the sole member and all references President of Consultant) or his disability or illness resulting in the inability of Consultant to NCPS from any Offering Document, cease use render Services in a manner that would not constitute a material breach of NCPS intellectual property and no longer refer to NCPS in connection with the offeringobligations of Consultant hereunder.

Term and Termination. (a) The term of this 12.1 This Agreement commences as of shall become effective on the Effective Date and, and shall continue for twelve (12) months. This Agreement shall be automatically renewed for successive one year terms unless terminated earlier pursuant either party gives notice to the other party not less than thirty (30) days prior to expiration of the initial term or any of renewal term that it does not intend to renew this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time unless this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever is otherwise terminated in accordance with respect to this Agreement or the Escrow FundsSection. (b) Notwithstanding, NCPS 12.2 Either party may terminate this Agreement without cause with thirty (30) days written notification. 12.3 This Agreement may be terminated for cause immediately at any time, without limiting any party's other rights or remedies, upon written notice identifying with specificity the cause and providing the period to Issuer Party uponcure as set forth: (i) by either party if the other (non-terminating) party commits a material breach of this Agreement, and such breach continues unremedied for a period of 30 days after receipt by the other party of written notice thereof; or (ii) by either party if the other (non-terminating) party: (a) fraudhas a receiver appointed for itself or it's property, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) any proceedings are commenced by, for or against the non-terminating party under any bankruptcy, insolvency or debtor's relief law seeking a reorganization of such party's debts and such proceedings are not dismissed within 90 days of their commencement, or (d) the non-terminating party is liquidated or dissolved. -------------------------------------------------------------------------------- Rev 05/27/98 eSoft, Incorporated 6. 12.4 Neither party to this Agreement shall be liable to the other by reason of termination of this Agreement in accordance with its terms for compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill of either party, notwithstanding any law to the contrary. No termination or expiration of this Agreement shall affect release either party from its obligation to pay the ongoing obligations of Issuer Party other party any amounts which accrued prior to make payments to NCPS in accordance with the terms hereunder and such obligations termination or which shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon accrue after such termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. 8.1 These IB Terms shall commence with effect from the effective date and shall continue in force subject to termination in accordance with this Clause 8. 8.2 Either Party may terminate these IB Terms at any time without any cause by giving written notice to the other Party and the IB Terms will be immediately terminated upon giving that notice, unless otherwise agreed between the Parties or unless otherwise specified in the notice. 8.3 Either party (athe “Notifying Party”) The term shall be entitled at any time by giving written notice to the other to terminate these IB Terms immediately: 8.3.1 in the event that the other party commits a breach of this Agreement commences as these IB Terms and (if capable of remedy) fails to remedy the same within ten (10) days of being required by the Notifying Party in writing to do so (such notice to give reasonable particulars of the Effective Date andalleged breach); 8.3.2 if the other party is unable to pay its debts as they fall due, unless terminated earlier pursuant or takes any step with a view to any rescheduling or deferral of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party part of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeits indebtedness, or any other federal proposes or state law relating to insolvency, bankruptcy makes an arrangement or reorganization; the adjudication that Issuer Party is insolvent composition with or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of its creditors; ; 8.3.3 on the convening by Issuer Party other party passing a resolution, or the court making an order, that such other be wound up, if a receiver, administrative receiver, administrator or like person is appointed in respect of all or a meeting material part of such other’s business or assets, if such other party enters into any composition or arrangement with its creditors, or if any class thereofevent analogous to the foregoing occurs under the laws of any relevant jurisdiction; 8.3.4 if any authority having jurisdiction over the business being conducted by these IB Terms or any authority of a territory or nation in which business contemplated by these IB Terms is being conducted establishes a regulatory scheme which in either party’s sole discretion would make compliance with the terms of these IB Terms economically unfeasible; 8.3.5 if the other party, for purposes of effecting a moratorium upon or extension or composition any of its debts; officers, directors, members, managers or the failure of Issuer Party generally principals, has been found by a judicial body or regulatory agency to pay its debts on a timely basis. Any Party may terminate this Agreement for have perpetrated fraud or any other act of theft or no reason dishonesty or have been accused of a crime, if that fraud, theft, act of dishonesty or crime is of such notoriety as would bring disrepute to either party; 8.3.6 if the other party has acted with 90 days’ prior written notice disregard for the care and maintenance of client relationships; or 8.3.7 if it becomes unlawful for either party to each other Partyperform or comply with any one or more of its obligations under these IB Terms. (c) No termination 8.4 Termination shall not affect accrued rights and remedies nor the continuance in force of any provision hereof which expressly or expiration by implication is intended to survive termination. 8.5 The Introducing Broker shall not be entitled to any Payments in respect of this Agreement any trades made by Referred Clients after the date of termination. 8.6 Nothing in these IB Terms shall affect prevent or restrict Finalto from dealing with Prospects and Referred Clients after termination. 8.7 Should the ongoing obligations of Issuer Party to make payments to NCPS relationship between Finalto and the Introducing Broker terminate in accordance with this Clause 8, the terms hereunder and such obligations Introducing Broker shall survive. Amounts promptly notify all Prospects that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with relationship between the offeringparties has been terminated.

Term and Termination. (a) The term of this This Agreement commences as of will begin on the Effective Date andand continue until March 31, 2013, however, such agreement will continue to renew for additional twelve (12) months terms unless notice of termination is delivered to the other party within thirty (30) days of the existing term expiration date, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until as follows: (a) by the first to occur mutual agreement of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.parties; (b) Notwithstandingby either Consultant or the Company upon at least 30 days prior written notice;, NCPS may terminate in the event of a termination of this Agreement agreement under this subsection the Company shall pay the agreed amount stated under Section 3(a) above for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any last month of their affiliates; (b) conduct by Issuer Party or any consulting. No compensation shall be due and payable for the remainder of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; the period for which services are not performed. (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 either Consultant or the Company upon at least 15 days of receipt of prior written notice thereof (to the extent it can be cured), including, but not limited to, breaching party if: (i) the other party fails to substantially perform any failure to pay any amount of its material obligations under this Agreement when dueAgreement, by a showing of clear and convincing evidence; (ii) the other party declares itself or (d) if Issuer Party ceases regular operations is adjudicated bankrupt or files any petition or commences any case or proceeding otherwise proceeds under any provision applicable bankruptcy or chapter insolvency laws for the reorganization, arrangement, adjustment of the Federal Bankruptcy Actdebt, the Federal Bankruptcy Coderelief of debtors, dissolution, insolvency or liquidation or similar law of any other federal or state law jurisdiction relating to insolvency, bankruptcy such party; (iii) the commencement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt appointment of any custodian or the entry like for the other party under any bankruptcy, insolvency or other proceeding remains undismissed for a period of an order for relief under 60 days; (iv) the Federal Bankruptcy Code with respect to Issuer; an other party makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, creditors or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally states in writing that it is unable to pay its debts on a timely basis. Any Party may terminate generally as they become due; (d) immediately by the Company in the event that the Company in good faith determines that Consultant has engaged in any dishonesty, misrepresentation or unprofessional conduct relating to this Agreement; or (e) immediately by Consultant in the event that Consultant in good faith determines that the Company or its Representatives have either engaged in any (i) dishonesty or misrepresentation relating to the Company, its business, its financial statements or this Agreement for any other or no reason with 90 days’ prior written notice (ii) unprofessional conduct relating to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10Agreement. In addition, Issuer Party shall remove any this Agreement will automatically terminate upon the death of Xxx Xxxxxx (the sole member and all references President of Consultant) or his disability or illness resulting in the inability of Consultant to NCPS from any Offering Document, cease use render Services in a manner that would not constitute a material breach of NCPS intellectual property and no longer refer to NCPS in connection with the offeringobligations of Consultant hereunder.

Term and Termination. (a) The term This Agreement shall commence from and continue for a period of this Agreement commences 5 (FIVE) years with an option to the Bank to review the Empanelment on yearly basis and on mutually agreed terms & conditions unless terminated/extended as of the Effective Date and, unless terminated earlier pursuant to any of provided in this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS The Bank may terminate this Agreement for cause immediately without at any time by giving one month prior written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any the ISASP in the event of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of obligations under this Agreement if by ISASP and such breach is not cured within 10 days the said period of receipt one month after occurrence of written such breach; c) The Bank shall be within its rights to terminate this agreement immediately without notice thereof (to the extent it can be cured), including, but not limited to, any failure ISASP in the event the ISASP: (i) has a winding up proceeding or bankruptcy order made against it; or if (ii) has a receiver appointed over substantial assets; or if (iii) is or becomes unable to pay any amount under this Agreement when its debts as they become due; or if (div) if Issuer Party ceases regular operations enters into any arrangement or files any petition composition with or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of its creditors; the convening by Issuer Party of or if (v) a meeting of resolution is passed for its creditors, voluntary winding up or dissolution or if it is dissolved or any class thereofanalogous occurrence under any other jurisdiction. (vi) Change its constitution of the ISASP. (vii) Upon receipt of any regulatory or Government Guidelines, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally instructions. d) The Bank shall be entitled to pay its debts on a timely basis. Any Party may terminate this Agreement for agreement without assigning any other or no reason with 90 days’ reasons at any time by giving 1month prior written notice to each other Partythe ISASP. (ce) No Any termination or expiration of this Agreement (howsoever occasioned) shall not affect any rights, obligations or liabilities of ISASP and/or Bank accrued/ accruing before such termination. f) Immediately upon termination of this Agreement the ongoing ISASP shall upon Bank’s request handover all the records, data and Confidential Information of the Bank promptly and shall also transfer to the Bank and/or such other service provider engaged by the Bank all the information/ data and other documents within 7 days of such termination. If any working papers retained by the ISASP shall be maintained in confidence as per the terms of this agreement and NDA. g) The Indemnity and Confidentiality obligations of Issuer Party to make payments to NCPS the ISASP stated in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration shall survive termination of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. 15.1 This Agreement shall automatically terminate after each individual end date, outlined in Schedule 1. 15.2 [Client’s Name ---------------------------] shall be entitled to terminate this Agreement without cause by giving BiG not less than two weeks written notice of termination, in which event BiG shall comply with [Client’s Name ---------------------------] reasonable instructions with regard to termination and [Client’s Name -----------] shall pay BiG in respect of the Services, other than those for which payment is properly withheld (until any dispute is resolved)in accordance with Clause 7.5, up to the effective date of such termination. 15.3 Each party shall have the right, without prejudice to its other rights and remedies, to terminate this Agreement immediately by written notice on the other, if: (a) The term the other party is in breach of any of its obligations under this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.or (b) Notwithstandingthe other party is unable to pay its debts or becomes insolvent or an order or an application is made or a resolution passed or documents are filed or faxed with a court for the administration, NCPS may terminate this Agreement winding-up or dissolution of the other party (otherwise than for cause immediately without notice the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee, supervisor or similar officer is appointed to Issuer Party upon: (a) fraud, malfeasance the other party or willful misconduct by Issuer Party over all or any of their affiliates; (b) conduct by Issuer Party the assets of the other party or notice is given of the intention to make such an appointment or a moratorium is sought or declared in respect of the other party or the other party enters into or proposes any composition or arrangement with its creditors generally, or takes steps with a view to rescheduling or restructuring any of their affiliates that may jeopardize NCPSits indebtedness or anything analogous to the foregoing occurs in any applicable jurisdiction. BiG SERVICES AGREEMENT 15.4 [Client’s current business, prospective business or professional reputation; (c) any material Name ---------------------------] shall only be treated as being in breach by Issuer Party of this Agreement if such breach as a result of its failure to pay BiG any Fees, the non-payment does not relate to a bona fide dispute and the unpaid Fees have been overdue for more than 45 days. 15.5 If this Agreement is not cured terminated by [Client’s Name ] under Section 15.3 above, BiG must reimburse [Client’s Name ] within 10 thirty (30) days of receipt the date of written notice thereof termination, any amounts paid by [Client’s Name ---------------------------] on or before the date of termination which relate to a period for which it has not received Services. 15.6 Upon expiration or termination of this Agreement for whatever reason BiG shall co-operate with [Client’s Name ] and any other advisors or suppliers to [Client’s Name ] to ensure a smooth handover of the work carried out by XxX (to the extent it can be cured), including, including but not limited toto the delivery to [Client’s Name ] of all books, documents, papers, materials and other property relating to the business of [Client’s Name ---------------------------] or its clients which may then be in its or any failure to pay BiG Personnel's possession or under its or any amount under BiG Personnel's control). For the avoidance of doubt, nothing in this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, Section or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration provision of this Agreement shall be taken to compel or require BiG to provide assistance to any competitor of BiG other than as provided for in this Clause 16.6 or to disclose any Intellectual Property Rights owned by BiG to any competitor of BiG. 15.7 Termination shall not affect any accrued rights or liabilities of either party, nor shall it affect the ongoing obligations coming into force or continuance of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had any provision of this Agreement remained which is expressly or by implication intended to come into force or continue in effect until expiration of the Term will become immediately due and payable upon force on or after termination, and Issuer Party shall pay including (without limitation) the provisions of Sections 3.3, 8, 9, 11, 13, or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering15.

Term and Termination. Date of Termination THIS ISG PARTICIPANT AGREEMENT SHALL ENTER INTO FORCE AS FROM THE DATE OF ITS EXECUTION BY THE PARTIES AND SHALL REMAIN EFFECTIVE UNTIL THE EARLIER OF (aI) The term THE DATE OF CESSATION OF THE ISG, (II) THE DATE OF THE PARTICIPANT’S RESIGNATION FROM THE ISG, (III) THE DATE OF THE REVOCATION OF THE INVITATION OR AUTHORIZATION OF THE CHAIRMAN OF THE ISG PURSUANT TO WHICH THE PARTICIPANT WAS AUTHORIZED TO ATTEND MEETINGS OF THE ISG, (IV) THE DATE OF RECEIPT OF A NOTICE OF TERMINATION SENT BY ETSI AT ITS DISCRETION IN THE EVENT THAT THE PARTICIPANT COMMITS A MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS ISG PARTICIPANT AGREEMENT (INCLUDING THE ETSI DIRECTIVES AND THE TERMS OF REFERENCE INCORPORATED BY REFERENCE PURSUANT TO ARTICLE 1.1 of this Agreement commences as ISG Participant Agreement) and fails to remedy the same within thirty (30) days after receiving notice to do so (hereinafter, the “Date of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“TermTermination”), (v) the date that the Participant becomes a full or associate ETSI member or (vi) the date that the Participant has failed to participate in an ISG meeting for a 12 months period. For the purpose of determining the Date of Termination: the date and conditions of cessation of the ISG shall be decided by the Director-General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may resign from the ISG at which any time this Agreement by sending a notice of resignation to the Chairman of the ISG and the Director-General, and the date of the Participant’s resignation from the ISG shall terminate and NCPS shall have no further obligation or liability whatsoever with respect be deemed to this Agreement or be the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days date of receipt of written the notice thereof (of resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to attend meetings of the Participant by sending a notice of revocation to the extent it can Participant and the Director-General, and the date of the revocation shall be cured), including, but not limited to, any failure deemed to pay any amount be the date of receipt of the notice of revocation by the Participant; and the notice of termination sent by ETSI in the event of a material breach of its obligations by the Participant under this ISG Participant Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter shall be sent to the Chairman of the Federal Bankruptcy ActISG and the Participant, and the Federal Bankruptcy Code, or any other federal or state law relating date of receipt of the notice of termination shall be deemed to insolvency, bankruptcy or reorganization; be the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting date of its creditorsreceipt by the Participant. Effect of termination Upon occurrence of the Date of Termination, or this ISG Participant Agreement shall automatically terminate and the Participant shall cease to attend meetings of the ISG, and shall no longer receive any class thereofinformation as Participant of the ISG, for purposes it being provided however that termination of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this ISG Participant Agreement for any other reason: shall be without prejudice to any rights or no reason with 90 days’ obligations which shall have accrued or become due prior written notice to each other Party. (c) No termination or expiration the Date of this Agreement Termination and the Participant shall affect the ongoing obligations of Issuer Party remain bound to make payments to NCPS in accordance with the terms hereunder duly perform and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove complete any and all references to NCPS from any Offering Document, cease use obligations which shall have arisen out of NCPS intellectual property and no longer refer to NCPS or in connection with this ISG Participant Agreement prior to the offeringDate of Termination, including any transfer or license of intellectual property rights (or undertakings to transfer or license intellectual property rights) pursuant to the ETSI IPR Policy and Article 2 of this ISG Participant Agreement; shall not affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, which shall survive in full force and effect for a period of five (5) years after the Date of Termination; and shall not prejudice the rights or remedies which any party may have in respect of any breach of the terms of this ISG Participant Agreement prior to the Date of Termination.

Term and Termination. (a) The This Agreement shall have an initial term of this Agreement commences as beginning on November 5, 2019 and ending on the last day of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until month that includes the first to occur fifth (5th) anniversary of the final closing 2019 Program Launch Date (the “Initial Term”) and shall renew automatically for successive terms of one (1) year each (each a “Renewal Term,” collectively, the Offering and/or Initial Term and Renewal Term(s) shall be referred to as the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), unless either Party provides notice of non-renewal to the other Party at which time least one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term or this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever is earlier terminated in accordance with respect to this Agreement or the Escrow Fundsprovisions hereof. (b) NotwithstandingThis Agreement shall terminate upon the expiration or earlier termination of the Receivables Sale Agreement. (c) Bank shall have the right to terminate this Agreement immediately upon written notice to Company if: (1) Subject to Xxxxxx 00(x), NCPS Xxxx determines that its continued participation in the Program would be in violation of Applicable Laws, or Bank’s continued participation in the Program has been prohibited by order or injunction of any court or Regulatory Authority; (2) Subject to Section 17(d), Bank determines that a change in Applicable Law or any judicial decision of a court having jurisdiction over Bank or any interpretation of a Regulatory Authority would have a materially adverse effect on the rights or obligations of Bank under this Agreement or the financial condition of Bank; (3) Subject to Section 17(d), Bank has been advised by legal counsel that a change in Applicable Laws or any judicial decision of a court having jurisdiction over Bank, the Company, or the Program, or any interpretation or position (formal or informal) of a Regulatory Authority creates a material risk that Bank’s or Company’s continued performance under this Agreement would violate Applicable Laws; (4) Subject to Section 17(d), a Regulatory Authority with jurisdiction over Bank has provided, formally or informally, concerns about the Program and Bank determines, in its sole discretion, that its rights and remedies under this Agreement are not sufficient to protect Bank fully against the potential consequences of such; (5) Subject to Section 17(d), Bank determines that there is a substantial financial, reputational, regulatory or other risk of continuing to participate in the Program, or continuing to do business with Company (including by receiving any consent order or sanction by a Regulatory Authority); (6) Subject to Section 17(d), 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; (7) (i) Company defaults on its obligation to make a payment to Bank as provided in Section 2 of the Receivables Sale Agreement, Section 3 of the Receivables Retention Facility Agreement, or Section 14 of this Agreement and fails to cure such default within two (2) Business Days of receiving notice of such default from Bank; (ii) Company defaults on its obligation to make a payment to Bank as provided in Section 2 of the Receivables Sale Agreement, Section 3 of the Receivables Retention Facility Agreement, or Section 14 of this Agreement more than once in any three (3) month period; or (iii) Company fails to maintain the collateral account or letter of credit as required by the Receivables Sale Agreement or the Receivables Retention Facility Agreement; (8) Subject to Section 17(d), Bank incurs any Loss and is not able to obtain indemnification for such Loss under Section 16(a) due to the application of Applicable Laws that limit or restrict Bank’s ability to seek such indemnification, or if Bank if precluded by a Regulatory Authority from seeking such indemnification; (9) (i) there is any uncured breach of or event of default existing after any notice and cure period has expired under, or any failure to comply with the terms, conditions, or covenants (in each case, regardless of whether such breach, event of default, or failure to comply is asserted or waived by any other Person) of any credit or debt facility of Company (whether now existing or arising in the future) other than financing provided by an Affiliate of Company (each, a “Company Credit Facility”), or (ii) Company fails to provide reasonable evidence of its ability to renew, extend, or replace a Company Credit Facility at least thirty (30) days prior to a maturity thereof or have sufficient other sources of equity or corporate debt or other financing available to replace such Company Credit Facility; (10) Company has not presented any Applications for new Accounts, and there have been no requests for any Account Advances, in the immediately preceding sixty (60) days. (11) there is a Change of Control of Company and Bank reasonably determines after an opportunity to evaluate such change of control that there is a substantial financial, reputational, regulatory or other risk of continuing to participate in the Program. (d) Bank shall use commercially reasonable efforts to provide notice to Company when Bank becomes aware of any activity or condition of Company or the Program that is reasonably likely to lead Bank to terminate this Agreement pursuant to Sections (c)(1), (2), (3), (4), (5), (6) or (8) of this Section 17 (unless Bank concludes in good faith that providing such notice would itself serve to create, prolong, or exacerbate any circumstance referred to above). (e) Company may terminate this Agreement for without cause immediately without upon ninety (90) days’ prior written notice to Issuer Bank; provided, however, that following such termination and through the end of the Term as in effect immediately prior to such termination Company may not, and shall cause its Affiliates not to, enter into an agreement with any other depository institution to offer credit cards that are marketed or serviced by Company or its Affiliates. For the avoidance of doubt, the restriction in the proviso in the immediately preceding sentence shall not apply if Company terminates this Agreement pursuant to Section 17(f) or if Bank agrees in writing to waive the restriction. (f) A Party upon: (a) fraud, malfeasance or willful misconduct by Issuer shall have the right to terminate this Agreement immediately upon written notice to the other Party or in any of their affiliates; the following circumstances: (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c1) any material breach representation or warranty made by Issuer the other Party of in this Agreement if such breach is shall be incorrect in any material respect and shall not cured have been corrected within 10 days of receipt of thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall have a receiver, conservator or similar official appointed for it, shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the extent appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other similar proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it can or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, and such case or proceeding has not been stayed or dismissed within sixty (60) days after filing; or an order for relief shall be cured)entered against the other Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a material adverse change in the financial condition of the other Party. (g) In addition to any other rights or remedies available to the Bank under this Agreement or by law, Bank shall have the right to suspend performance of its obligations under this Agreement, including, but not limited to, Bank’s funding of Account Advances (as required under Section 8 of this Agreement) during the period commencing with the occurrence of any monetary default by Company including but not limited to the failure to pay make a payment required by Section 2 of the Receivables Sale Agreement, Section 3 of the Receivables Retention Facility Agreement, or Section 14(f) of this Agreement, and in any amount case ending when such condition has been cured. Bank shall give Company prior or contemporaneous notice of its intent to suspend performance under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actprovision. Notwithstanding such suspension right, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party Bank may terminate this Agreement as provided in Section (c) or (f) of this Section 17. (h) Bank shall not be obligated to approve Applications or fund Account Advances after termination or during any suspension of this Agreement except as contemplated during a transition or wind-down period under Section 17(k). (i) The termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (j) If this Agreement is terminated [****], then Bank may invoice Company for the Early Termination Amount and Company shall pay such amount within thirty (30) days of such invoice. (k) As soon as is reasonably practicable after either Party provides a termination or non-renewal notice, Company shall provide to Bank in writing a proposed transition or wind-down plan, detailing (i) whether the Program is to be wound down or transferred to a successor bank; and (ii) a proposed timeline, which shall designate a date as of which the Program shall be wound down or transferred from Bank to a successor bank. Bank and Company shall meet promptly thereafter to review such proposed plan and to determine a mutually acceptable transition or wind-down plan; provided however, that if the Bank and Company fail to reach mutual agreement on the transition or wind-down plan within thirty (30) days after the date of notice of termination or non-renewal or such later time as may otherwise be mutually agreed upon by both parties, Bank shall establish such a plan that is appropriate for the Program. The wind-down or transition of the Program shall occur as soon as is reasonably possible before the termination or expiration of this Agreement; provided, that the Term of this Agreement may be extended by up to one hundred (180) days solely for the purpose of completing the wind-down or transition upon the mutual agreement of the Parties, which agreement shall not be unreasonably withheld, conditioned, denied or delayed. The parties will endeavor to minimize the impact on Borrowers. (l) Following the expiration or earlier termination of this Agreement, to the extent that Bank continues to own any Accounts, and such Accounts are not to be transferred to Company or a successor bank as part of a transition of the Program, Bank may elect to continue to have Company service the Accounts pursuant to Sections 12, 13 and 14 of this Agreement, or Bank may elect to terminate such servicing. (m) If (i) either Party has been advised by legal counsel of a change in Applicable Laws or any judicial decision of a court having jurisdiction over such Party or any interpretation of a Regulatory Authority that, in the view of such legal counsel, would have a materially adverse effect on the rights or obligations of such Party under this Agreement or the financial condition of such Party, (ii) either Party receives a request of any Regulatory Authority having jurisdiction over such Party, including any letter or directive of any kind from any such Regulatory Authority, that prohibits or restricts such Party from carrying out its obligations under this Agreement, or (iii) either Party has been advised by legal counsel that there is a material risk that such Party’s or the other Party’s continued performance under this Agreement would violate Applicable Laws, then the Parties shall meet and consider in good faith any modifications, changes or additions to the Program or the Program Documents that may be necessary to eliminate such result. Notwithstanding any other provision of the Program Documents, if the Parties are unable to reach agreement regarding such modifications, changes or no reason with 90 daysadditions to the Program or the Program Documents within fifteen (15) Business Days after the Parties initially meet, either Party may exercise any applicable termination right pursuant to this Agreement and terminate this Agreement upon ten (10) Business Days’ prior written notice to each the other Party. A Party may suspend performance of its obligations under this Agreement, or require the other Party to suspend its performance of its obligations under this Agreement, upon providing the other Party advance written notice, if any event described in clauses (i), (ii) or (iii) above occurs. (cn) No termination or expiration The following terms of this Agreement shall affect survive the ongoing obligations expiration or earlier termination of Issuer Party this Agreement: (1) Sections 6(a)(3), 7(c), 7(e), 16, 17, 18, 25 and 35 shall survive indefinitely; and (2) Sections 6, 7, 10(c), 10(d) and 10(e) shall survive during the period that Bank continues to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove own any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAccounts.

Term and Termination. 11.1 This XXXX shall, unless otherwise terminated as provided in this clause 11, commence on the Platform Service Start Date and shall continue for the Service Term and, thereafter, this XXXX shall continue to be enforced concurrently with the Term of the Order or Subscription, as extended by further renewals or automatic renewals. 11.2 Without affecting any other right or remedy available to it, either party may terminate this XXXX with immediate effect by giving written notice to the other party if: (a) The the other party commits a material breach of any other term of this Agreement commences as XXXX which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of the Effective Date and, unless terminated earlier pursuant 30 days after being notified in writing to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.do so; (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party suspends, or any other federal or state law relating threatens to insolvencysuspend, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting payment of its creditors, debts or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally is unable to pay its debts on a timely basis. Any Party may terminate this Agreement for any other as they fall due or no reason with 90 days’ prior written notice admits inability to each other Party.pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; (c) No the other party 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 its creditors 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; (d) 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 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) 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 11.2(b) to clause 11.2(h) (inclusive); (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 11.3 Where the Customer accesses the App, the Supplier may terminate this XXXX with immediate effect if the Customer’s Org or access to the SFDC Services is terminated for any reason. 11.4 On termination or expiration of this Agreement XXXX for any reason: (a) all licences granted shall affect immediately terminate; this XXXX which existed at or before the ongoing obligations date of Issuer Party to make payments to NCPS in accordance with the terms hereunder termination shall not be affected or prejudiced. 11.5 The following clauses of this XXXX shall survive their termination howsoever caused: clause 1 (Interpretation), clause 8 (Proprietary Rights), clause 9 (Confidentiality), clause 10 (Limitation of Liability) and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the clause 11 (Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10Termination). In addition, Issuer Party any terms and conditions of the Main Agreement which apply to this XXXX and which are stated to survive termination of the Main Agreement, shall remove any and all references to NCPS from any Offering Documentsurvive termination of the Main Agreement, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringhowsoever caused.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminatedby: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor is, as of the time made or furnished, materially false or misleading; Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to the Nasdaq Markets for regulatory, commercial or other reasons, made by Distributor in connection herewith, after Nasdaq has notified Distributor that such proposed action would constitute a default hereunder Distributor; Nasdaq may terminate for cause Distributor’s receipt of any other service or product provided by or on behalf of Nasdaq; or Nasdaq, in its sole reasonable discretion, determines that any failure on the part of the Distributor to comply with this Agreement for has or is likely to have a materially adverse impact on the operation or performance of the System, Information or a Nasdaq Market or likely to cause disproportionate harm to Nasdaq’s interests should termination be delayed; (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or no reason with 90 days’ inaccurate and is not made true or accurate within the noticeperiod. (v) Nasdaq, upon not less than ninety (90) days prior written notice notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other provision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. (a) The term of this Agreement commences AGREEMENT shall commence as of the Effective Date anddate of this AGREEMENT, and shall continue until January 1, 2006, unless earlier terminated earlier pursuant to any terms of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsAGREEMENT. (b) NotwithstandingThis AGREEMENT may be terminated upon the occurrence of one or more of the following events, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: within the time periods set forth below (aeach, an “EVENT OF DEFAULT”): (i) fraudBy either PARTY, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any if the other PARTY hereto shall be in material breach by Issuer Party of this Agreement if any covenant or agreement hereunder or in the event of an inaccuracy in any representation or warranty hereunder, provided that such breach is or inaccuracy has not been cured within 10 days of receipt of following written notice thereof (of such breach to the extent it can be cured)PARTY committing such breach; or (ii) by COMPANY, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding BANK shall file for protection under any provision state or federal liquidation provision, or if either PARTY is placed into conservatorship or receivership with the FEDERAL DEPOSIT INSURANCE CORPORATION or any regulatory body having jurisdiction over said PARTY or any other duly appointed person or entity; or (iii) by BANK, if COMPANY shall file for protection under any chapter of the Federal Bankruptcy Act, the Federal federal Bankruptcy Code, an involuntary petition is filed against COMPANY under any such chapter and is not dismissed within thirty (30) days of such filing, or a receiver or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry regulatory authority takes control of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyCOMPANY. (c) No Provided that COMPANY is not in material breach of this AGREEMENT, COMPANY may terminate this AGREEMENT by giving written notice at least ten (10) business days in advance of termination if: (i) BANK ceases generally to fund TRANSACTIONS marketed by COMPANY; or (ii) any amendment to or change in the terms of Kentucky Revised Statute Chapter 368, or other applicable law, has an adverse effect upon COMPANY or may reasonably be expected to have an adverse effect upon COMPANY, including placing COMPANY at a competitive disadvantage with respect to other persons or entities engaged in deferred deposit transactions or any product that is the same as or substantially similar to the TRANSACTIONS. (d) Provided that COMPANY is not in material breach of this AGREEMENT, COMPANY may, in addition to all other available remedies, terminate this AGREEMENT immediately if BANK breaches its obligation under paragraph 4(c)(ii) of this AGREEMENT to honor and pay any check or other negotiable instrument drawn on any of BANK’S depository accounts validly issued in connection with TRANSACTIONS approved by the BANK. (e) BANK may terminate this Agreement prior to November 30, 2002, if BANK is not reasonably satisfied with the results of BANK’S due diligence review of the documents and other materials provided to BANK by COMPANY and set forth on Exhibit G hereto. (f) BANK may terminate this Agreement on ten (10) business days’ written notice to COMPANY if by March 31, 2003, COMPANY has not terminated COMPANY’S arrangements with parties other than BANK to offer and provide TRANSACTIONS or any product that is the same as or substantially similar to the TRANSACTIONS within the MARKET. (g) Either PARTY may terminate this AGREEMENT on ten (10) business days’ written notice to the other PARTY if the aggregate NET CHARGE OFFS [***] of the aggregate amount of FEES originated through COMPANY in such quarter; provided such notice is given not later than thirty (30) days following the end of such calendar quarter. (h) If a PARTY’S performance hereunder is rendered illegal or materially adversely affected by reason of changes in law or regulations (either federal or state) applicable to the TRANSACTIONS or to either PARTY hereto, then either PARTY may terminate this AGREEMENT. (i) If a PARTY is advised in writing by any regulatory agency having or asserting jurisdiction over such PARTY or the TRANSACTIONS that the performance of its obligations under this AGREEMENT is or may be unlawful or constitutes or may constitute an unsafe or unsound banking practice or that such activity may jeopardize such PARTY’s standing with or applicable rating from such regulatory agency, then the PARTY unable to perform, or whose performance has been rendered illegal or who has been so advised by a regulatory agency, may terminate this AGREEMENT by giving written notice at least six (6) months in advance of termination to the other PARTY, unless such changes in the laws or regulations or communication from such regulatory agency require earlier termination, in which case termination shall be effective upon such earlier required date. (j) Except as may be prohibited by federal, state or local law, statutes, or regulations or regulatory authorities, upon the expiration or termination of this AGREEMENT, each PARTY will remit to the other PARTY all amounts owing to such other party for transactions commencing on or before the expiration or termination date, and each PARTY shall fulfill all of its obligations under this AGREEMENT that arose or accrued before the expiration or termination date. In order to preserve the goodwill of each PARTY with its CUSTOMERS, both PARTIES shall act in good faith cooperation in order to ensure a smooth and orderly termination of their relationship and the termination of the TRANSACTION origination and marketing program contemplated hereunder. Upon the termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party AGREEMENT, all rights herein granted to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise COMPANY (except those set forth in Exhibit BSection 9(a)) shall revert to BANK, Section 9 and COMPANY shall immediately cease using the BANK property. (k) Either party shall be entitled to pursue, either before or Section 10. In additionafter termination, Issuer Party shall remove any such rights and all references remedies as may be available at law and in equity, in addition to NCPS from any Offering Document, cease use those rights and remedies specifically provided for under the terms of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis AGREEMENT.

Term and Termination. (a) The term of this This Agreement commences as of comes into effect upon its execution by all Parties and unless‌ otherwise agreed by the Effective Date andParties, unless terminated earlier pursuant to any of this Agreement’s express provisionsremains in place until July 30, will continue in effect until 2041 (the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time . Once the Term of this Agreement shall terminate has expired, the Nations may dissolve the Trust and NCPS shall the Coastal Nations Fisheries Limited Partnership without any notice to Canada. At any time prior to the expiration of the Term, the Nations may dissolve the Trust on notice to Canada once the monies paid by Canada to the Trust as described in section 16(b)(i) have no further obligation or liability whatsoever with respect to been used in a manner described in this Agreement or and pursuant to the Escrow FundsTrust Indenture. (b) NotwithstandingNotwithstanding section 14(c) any Nation may, NCPS may by resolution of its Chief and Council or other governing authority, terminate its participation in this Agreement for cause immediately without by giving one year notice in writing to Issuer Party upon: (a) fraudall Parties. On or before serving such written notice, malfeasance the Nation will provide all the Parties with a written explanation of its concerns or willful misconduct disputes, and the Parties will make reasonable efforts to engage in dispute resolution mechanisms recommended by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party the Steering Committee as contemplated in section 13 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No Upon receipt of a notice pursuant to section 15(b), all Parties will use at least the first 6 months to understand the concerns raised by that Nation, gather any necessary information, and make best efforts to resolve the concerns or disputes. (d) A termination under section 14(c) or expiration section 15 (b) will include that Nation’s voluntary withdrawal or cancelation of all Economic Opportunities held by or on behalf of the Nation or its corporate entities under this Agreement, the Trust or the Coastal Nations Fisheries Limited Partnership, including the: (i) return of any leases, licences, or quotas issued in support of the Community Based Fishery and the Commercial Fishing Opportunities; (ii) cancellation of all existing and future benefits under the Trust and the Coastal Nations Fisheries Limited Partnership; and (iii) repayment of any outstanding loans or unused grants issued to that Nation or its corporate entities pursuant to the Economic Opportunities. (e) At any time prior to the settlement of the Trust and the payment of monies into the Trust by Canada pursuant to section 16(b)(i), any Nation may, by resolution of its Chief and Council or other governing authority, terminate its participation in this Agreement, the Trust and the Limited Partnership, by giving 30 days notice in writing to all Parties. A termination pursuant to this section is without prejudice to any future Treaty, treaty arrangement or other agreement related to Fisheries Resources between that Nation and Canada. Upon receipt of such notice of termination, Canada may reduce the amount to be paid to the Trust under section 16(b)(i) by the amount nominally allocated by the Nations for the departing Nation. (f) Canada may terminate this Agreement by providing one year advance written notice to the other Parties, setting out the reasons for the termination and the date on which the termination takes effect. On serving such written notice, DFO will provide all the Parties with a written explanation of its concerns or disputes, and the Parties will make reasonable efforts to engage in dispute resolution mechanisms recommended by the Steering Committee as contemplated in section 13 (b) and (c) of this Agreement. (g) For greater certainty, termination of this Agreement shall affect by Canada pursuant to section 15(f) after the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration settlement of the Term will become immediately due Trust and payable upon termination, the payment of monies into the Trust by Canada pursuant to section 16(b)(i) does not terminate the Trust and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but cannot yet paid fees, require repayment of any monies settled on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringTrust.

Term and Termination. (a) The term of this Section 7.01. This Agreement commences as of shall become effective on the Effective Date andDate. Section 7.02. Except as otherwise provided for in this Article VII, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue the licenses and rights granted pursuant hereto shall remain in effect until the first last to occur expire of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Licensed Patents. Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS 7.03. University shall have no further obligation or liability whatsoever with respect the right forthwith to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without upon written notice to Issuer Party uponXYZ in any of the following events: if XYZ has not [obtained any government approval for sales of a Licensed Product in a country in the Territory and] commenced the actual sales of such Licensed Product within three (a3) fraudyears after the Effective Date; provided, malfeasance however, that University may only terminate this Agreement in relation to the country or willful misconduct by Issuer Party countries for which XYZ has failed to receive government approval; if XYZ or any of their affiliates; (b) conduct by Issuer Party its Affiliates sublicensed hereunder has defaulted in the performance or observance of any of their affiliates that may jeopardize NCPS’s current businessprovision, prospective business covenant, condition or professional reputation; (c) any material breach by Issuer Party of agreement contained in this Agreement if and has failed to cure such breach is not cured default within 10 thirty (30) days of receipt of written notice complaining thereof (to the extent it can be cured), including, but not limited to, any failure XYZ; if XYZ becomes insolvent or admits in writing its inability to pay any amount under this Agreement when due; its debts as the same nature or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening if any proceeding is instituted by Issuer Party of a meeting of its creditorsor against XYZ seeking to adjudicate it bankrupt or insolvent, or any class thereofseeking dissolution, for purposes of effecting a moratorium upon or extension liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of XYZ or its debts; debts or seeking the entry of an order for relief or the failure appointment of Issuer Party generally a receiver, trustee, custodian or other similar official for XYZ or for any substantial part of its property and assets; if XYZ assigns or attempts to pay assign this Agreement or any part thereof in violation of Section 8.01; and if XYZ or any of its debts on a timely basisAffiliates files any declaratory judgment or similar action to obtain the invalidity of any of the Licensed Patents or the non-infringement of any Licensed Product upon any of the Licensed Patents. Section 7.04. Any Party may In the event that XYZ or any of its Affiliates for itself or through any third party contests the validity of any of the Licensed Patents or assists any third party in contesting the validity of any of the Licensed Patents, to the extent permissible by applicable law, University shall have the right forthwith to terminate this Agreement for any other or no reason with 90 days’ prior the specific licenses and rights granted hereunder in respect of such Licensed Patents upon written notice to each other PartyXYZ, and the corresponding sublicenses shall likewise terminate without any notice to its Affiliates. Section 7.05. In the event that XYZ becomes subject to a Change of Control, and unless XYZ delivers to University, in writing within sixty (c60) No termination or expiration days of the Change of Control, a legally binding undertaking from the third person thereafter in Control of XYZ (including the entity, if any, that ultimately Controls such third person) (on behalf of itself and entities that would constitute Affiliates) to be bound by the terms and conditions of this Agreement shall affect to the ongoing obligations of Issuer Party same extent as if such third person (or such Controlling entity) were the party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained subject to the consent of University, then University shall have the right to terminate this Agreement upon written notice to XYZ, and the corresponding sublicenses shall likewise terminate without any notice to its Affiliates. Section 7.06. All licenses and rights granted to XYZ hereunder in effect until expiration respect of the Term will become immediately due and payable Licensed Patents shall cease forthwith as of the date of expiration or termination of this Agreement. In the event that this Agreement is terminated for whatever reason or expired, all the corresponding sublicenses granted to the Affiliates of XYZ shall likewise terminate without any notice to such Affiliates. Section 7.07. In the event that XYZ or any of its Affiliates sublicensed hereunder fails to commence sales of any Licensed Product in a country within three (3) years after the Effective Date or has ceased sales of all the Licensed Products for three (3) years after commencement of such sales in a country, University shall have the right forthwith to terminate this Agreement in relation to such country upon terminationwritten notice to XYZ, and Issuer Party the corresponding sublicenses shall pay likewise terminate without any notice to its Affiliates. Section 7.08. Any expiration or termination of this Agreement pursuant to this Article VII shall cause not relieve XYZ of any of its obligations or liabilities accrued hereunder prior to be paid such amountsthe date of expiration or termination of this Agreement, together with all previously-accrued but and the expiration or termination shall not yet paid fees, on receipt affect in any manner any rights of NCPS’s invoice therefor or as otherwise University arising under this Agreement prior thereto. Section 7.09. The rights and remedies set forth in Exhibit Bthis Article VII are not exclusive and are in addition to any other rights and remedies available to University under this Agreement or at law or in equity. Section 7.10. For the convenience of the Parties, this Agreement is made for patent licenses under a certain group of patents owned by University. Any judgment, adjudication, determination or order by a competent court or a regulatory authority or governmental agency which finds one or more of the Licensed Patents invalid or unenforceable shall not give rise to a right of termination hereof or reduction of the Initial License Fee or Running Royalties by XYZ, as long as one or more of the Licensed Patents remain valid. Section 9 7.11. The provisions of Sections 3.01, 4.02 through 4.09, 6.01, 6.02, 7.08, 7.09, 8.03, 8.08, 8.10, 8.11, 8.13 and 8.15 and this Section 7.11 shall survive the expiration or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use termination of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis Agreement.

Term and Termination. (a) 8.1 The term of this Agreement commences as of (the "TERM") shall be from the Effective Date anduntil the date which is the *** year anniversary thereof, unless terminated earlier pursuant to any the provisions of this Agreement or except as expressly otherwise provided in this Agreement. Upon expiry or earlier termination of this Agreement’s express provisions, will continue each Party shall retain the licences granted under Sections 5.2 and 5.3, as applicable. 8.2 Should there be a default in effect until the first to occur performance of any material obligation of the final closing other Party under this Agreement and such default is not cured within thirty (30) days following written notification of such default from the aggrieved Party, the aggrieved Party's obligations shall terminate on the date specified on such notice which shall not be less than thirty (30) days following the date of such notice unless the default is cured before such specified termination date. Early termination shall not prejudice either Party's right to recover any amounts due at the time of such termination nor shall it prejudice any other remedy or cause of action or claim accrued or to accrue jointly or severally on account of any such default. 8.3 This Agreement may be terminated by either Party by giving written notice to the other Party should any of the Offering and/or the disbursement following events of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever default occur with respect to this Agreement the other party: (a) the bankruptcy or insolvency of the Escrow Funds.other Party; (b) Notwithstanding, NCPS may terminate this Agreement the appointment of a receiver for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; the other Party's assets; (c) any material breach the making by Issuer the other Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an a general assignment for the benefit of creditors; ; (d) the convening institution by Issuer the other Party of proceedings for a meeting reorganization under the Bankruptcy and Insolvency Act (Canada) or similar legislation for the ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. relief of its creditorsdebtors or the institution of involuntary proceedings against a Party which are not terminated in thirty (30) days; (e) Novelis, or in the case of Alcanint, Alcan Inc., breaches any class thereofrepresentation or warranty, for purposes or fails to perform or comply with any covenant, provision, undertaking or obligation in or of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate Separation Agreement. 8.4 In addition, this Agreement for any other shall terminate (1) upon the occurrence of a Non Compete Breach (as defined in the Separation Agreement) and the giving of notice of the termination of this Agreement by Alcan Inc. to Novelis pursuant to Section 14.03(b) of the Separation Agreement, or no reason with 90 days’ prior written (2) upon the occurrence of a Change of Control Non Compete Breach (as defined in the Separation Agreement) and the giving of notice of the termination of this Agreement by Alcan Inc. to each other Party. (cNovelis pursuant to Section 14.04(e) No of the Separation Agreement, in which event the termination or expiration of this Agreement shall affect be effective immediately upon Alcan Inc. providing Novelis notice pursuant to Section 14.03(b) or Section 14.04(e) of the ongoing obligations Separation Agreement. 8.5 Subject to the provisions of Issuer Section 8.4, termination will take effect thirty (30) days after receipt of the notice without any further notice being given, unless the event of default is rectified or diligent efforts to rectify the event of default commence within the 30-day period. 8.6 Such right of termination shall not be exclusive of any other remedies or means of redress to which a Party may be entitled under Applicable Law. 8.7 This Agreement may be terminated at the option of either party on or after the first (1st) anniversary of the Effective Date, by providing notice to the other party at least six (6) months before the termination is to become effective, provided all payments owed under Article 6 have been remitted by the terminating Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringother Party.

Term and Termination. With respect to the Vessel, this Agreement shall commence from the date of this Agreement and will continue for approximately five years, unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if: (a) The term of this Agreement commences as in the case of the Effective Date andOwner , unless terminated earlier pursuant to any there is a Change of this Agreement’s express provisions, will continue in effect until the first to occur Control of the final closing Manager and in the case of the Offering and/or Manager, if there is a Change of Control of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Owner ; (b) Notwithstanding, NCPS may terminate the other party breaches this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; Agreement; (c) any material breach by Issuer Party a receiver is appointed for all or substantially all of this Agreement if such breach is not cured within 10 days the property of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or other party; (d) if Issuer Party ceases regular operations an order is made to wind-up the other party; (e) a final judgment, order or files any petition or commences any case or proceeding under any provision or chapter decree which materially and adversely affects the ability of the Federal Bankruptcy Actother party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or (f) the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an party makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any class thereofproceeding for a reorganization or arrangement of debts, for purposes dissolution or liquidation under any law or statute or of effecting any jurisdiction applicable thereto or if any such proceeding shall be commenced. The approximate termination date of this Agreement with respect to the Vessel is listed in Schedule “B” to this Agreement (the “Date of Termination”) next to the Vessel’s name. This Agreement shall be deemed to be terminated with respect to the Vessel in the case of the sale of the Vessel or if she becomes a moratorium total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, any Fees or Costs outstanding at the time of the sale or loss shall be paid in accordance with the provisions of this Agreement. For the purpose of this clause: (i) the date upon which the Vessel is to be treated as having been sold or extension or composition otherwise disposed of its debts; shall be the date on which the Owner ceases to be the legal owner of the Vessel, or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party Vessel owning company, as the case may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.be; (cii) No the Vessel shall not be deemed to be lost until either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or the Owner issue a notice of abandonment to the underwriters. The termination or expiration of this Agreement shall affect be without prejudice to all rights accrued due between the ongoing obligations parties prior to the date of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. 10.1 This Agreement will be in effect until all outstanding Order Forms have expired to been terminated in accordance with this Agreement. Each Order Form will be in effect for a period of one (1) year from the Effective Date (the “Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Subscription Term”). During the Subscription Term, Customer may purchase Subscriptions for additional Servers pursuant to an Order Form and such Subscriptions will be co-terminus with the then-current Subscription Term. Either party may elect not to renew an Order Form by providing the other party with no less than sixty (60) days’ notice prior to the commencement of a Renewal Term. The expiration or termination of an Order Form or SOW will not terminate any other Order Form in effect. Either party may terminate this Agreement, Order Forms and SOWs with immediate effect: (a) The term of in the event that the other party breaches this Agreement commences as and does not cure such breach within thirty (30) days following of the Effective Date andwritten notice of such breach, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates in the event that may jeopardize NCPS’s current the other party ceases business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is becomes insolvent or bankrupt or the entry if a receiver, examiner, administrator or administrative receiver is appointed over any part of an order for relief that party’s business or if anything analogous occurs in relation to that party under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit laws of creditors; the convening by Issuer Party of a meeting of its creditorsanother jurisdiction, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings in relation to such party. 10.2 Sections 2 and 5-9, 10.2, 10.3, 11, and 12 will survive the expiration or termination of this Agreement. 10.3 During the Subscription Term and for one (1) year following termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party (but no more than once in a calendar year), Company and its auditors may inspect Customer’s records relating to make payments to NCPS in accordance with the terms hereunder its reproduction and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration use of the Term Software, Support and Subscription for the purposes of verifying Customer’s compliance with this Agreement. Customer will become immediately due cooperate fully with Company and payable upon terminationits auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, Customer will promptly pay such amount and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Customer will reimburse Company for the cost of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaudit.

Term and Termination. (a) 8.1 The initial term of this Agreement commences as shall be from the effective date of the Effective Date andFund's registration statement through the second anniversary of such date. Unless terminated upon thirty (30) days' prior written notice to the other Party, unless terminated earlier pursuant this Agreement shall thereafter automatically renew from year to year, provided that any Party may terminate this Agreement without cause following the initial term upon six (6) months' advance written notice to the other. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement Adviser or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days' prior written notice to Issuer Party upon: the Company, unless Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured)Agreement, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party Company may terminate this Agreement for any other or no reason with 90 cause on not less than thirty (30) days’ ' prior written notice to each other PartyAdviser and Fund unless Adviser or Fund has cured such cause within thirty (30) days of receiving such notice, for any material breach by Adviser or Fund of any representation, warranty, covenant or obligation hereunder. (c) No termination 8.4 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or expiration sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Paragraph 3.7. 8.8 Notwithstanding any other provision of this Agreement, Fund or Adviser may terminate this Agreement by written notice to the Company, if either one or both shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, or if formal proceedings against Company have been instituted by the NASD, SEC or any state securities or insurance department or any other regulatory body regarding Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Account or the purchase of Fund shares; provided, however, that the Fund determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Company to perform its obligations under this Agreement. 8.9 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser, if the Company shall affect determine, in its sole judgment exercised in good faith, that either the ongoing Fund or the Adviser has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, or if formal proceedings against Fund or Adviser have been instituted by the XXXX, XXX or any state securities or insurance department or any other regulatory body; provided, however, that Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Fund or Adviser to perform its obligations under this Agreement. 8.10 Notwithstanding the termination of Issuer Party its obligation to make shares available to the Company but subject to the rights and duties of the Fund's Board as described in Section 1.2 above, the Fund shall continue to make Fund shares available to the extent necessary to permit Owners in effect on the effective date of such termination (hereinafter referred to as "Existing Contracts") to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. Existing Contracts shall not include Non-Complying Contracts, if any. In the event that the Fund terminates this Agreement, the Fund shall promptly notify the Company whether the Fund is electing to NCPS make Fund shares available after termination for Non-Complying Contracts (or a class thereof). In determining whether to make Fund shares available for such Non- Complying Contracts (or a class thereof), the Trust shall act in good faith giving due consideration to the interests of Owners of such Non-Complying Contracts (or a class thereof). For purposes of this Section 8.10, "Non- Complying Contracts" are those Contracts that are not registered, issued, sold or administered in accordance with applicable federal and/or state law. 8.11 The Company may withdraw the Account's investment in the Fund or a Portfolio only: (i) as necessary to facilitate Owner requests; (ii) upon a determination by a majority of the Board, or a majority of disinterested trustees, that an irreconcilable material conflict exists among the interests of (x) owners of contracts of all separate accounts investing in the Fund or (y) the interests of the Participating Insurance Companies; (iii) upon requisite vote of the Owners having an interest in the affected Portfolio to substitute the shares of another investment company for Fund shares in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay Contracts; (iv) as required by state and/or federal laws or shall cause regulations or judicial or other legal precedent of general application; or (v) as permitted by an order of the SEC pursuant to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Section 26(b) of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering1940 Act.

Term and Termination. (a1) The term of this Agreement commences as shall expire on the expiration of the Effective Date and, unless terminated earlier pursuant to any last Licensed Patent. Upon the expiration of this Agreement’s express provisions, will continue in effect until FAIRCHILD's license pursuant to Xxxxxxx 00 shall become a fully paid-up, perpetual license. (2) This Agreement may be terminated at any time upon the first to occur mutual agreement of the final closing parties. (3) If: (a) either party has breached any of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court its obligations pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement and fails to remedy such breach or to commence and diligently pursue reasonable steps to remedy such breach within sixty (60) days after notice in writing from the Escrow Funds.other party; (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance either party becomes bankrupt or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for takes the benefit of creditors; the convening by Issuer Party of a meeting of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors, or any class thereofsteps are taken or proceedings commenced by any person for the dissolution, for purposes winding up or termination of effecting a moratorium upon either parties existence or extension or composition the liquidation of its debtsassets; or (c) a trustee, receiver, receiver manager or like person is appointed with respect to the failure business or assets of Issuer Party generally to pay its debts on a timely basis. Any Party party; the party in default may terminate this Agreement for any other or no reason with 90 days’ prior by giving written notice to each other Partythe party in default. (4) If Praxis Pharmaceuticals is in default of any of its obligations related to the performance of the Research Projects, and has failed to remedy such breach within sixty (60) days after notice in writing from FAIRCHILD, FAIRCHILD may termxxxxx xxx Researxx Xxxxxcts immediately upon written notice to Praxis Pharmaceuticals. If FAIRCHILD terminates the Research Xxxxects in accordance with this Section 18(4): (a) FAIRCHILD shall reimburse Praxis Xxxxxxxeuticals for costs and expenses incurred in accordance with the budget included as part of Schedule "C" to the date of termination; (b) FAIRCHILD shall have no further oblixxxxxx xxth respect to the conduct of the Research Projects or any costs and expenses related thereto; (c) No notwithstanding the termination of the Research Project, all New Intellectual Property developed prior to the date of termination shall be disclosed by Praxis Pharmaceuticals to FAIRCHILD and shall be inxxxxxx xx part of the Licensed Technology and licensed to FAIRCHILD pursuant to Sectxxx 00; xnd (d) FAIRCHILD shall have the right to cxxxxxxx xhe Research Project, or expiration any part thereof at its own cost and expense and any results; improvements to Intellectual Property sublicensed from Praxis Pharmaceuticals under the terms of this Agreement Agreement; new patents and patent applications arising from this shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause be deemed to be paid such amountsNew Intellectual Property. (5) The following sections shall survive termination of this Agreement: 1, together with all previously-accrued but not yet paid fees2, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B3, Section 4, 5, 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering15.

Term and Termination. A. Unless earlier terminated pursuant to the terms of this Agreement, this Agreement will continue until a Party elects to terminate this Agreement by providing the other Party with at least thirty (a30) The term days’ prior written notice of its intention to terminate. Upon termination of this Agreement, Subscriber shall immediately cease any and all use of the Services and cease any and all use of and remove any Software; provided, that, in the event that it is not technically feasible to remove all of the Software, the Subscriber may retain such portion of the Software that cannot be removed; provided, however, that, any portion of the Software that is retained by the Subscriber shall remain subject to the terms and conditions of this Agreement commences as and shall not be otherwise accessed or used by the Subscriber for any purpose. B. Notwithstanding the foregoing, this Agreement may also be terminated by: i. either Party in the event of the Effective Date and, unless terminated earlier pursuant to any a material breach of a Party’s obligation under this Agreement’s express provisions, will continue in effect until upon not less than fifteen (15) days’ prior written notice to the first to occur breaching Party, unless, if the material breach is capable of being cured, the final closing of material breach is cured within such fifteen (15) day period; ii. the Offering and/or the disbursement of all amounts Exchange, immediately, in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)event that Subscriber becomes insolvent, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally fails to pay its debts on as they become due, admits in writing its inability to pay its debts when due, files or has filed against it any petition for bankruptcy or an application for a timely basisreceiver, trustee, or custodian, or is made by anyone or becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; iii. Any Party may terminate the Exchange, immediately, in the event that: Subscriber is not permitted to receive, or the Exchange is prevented from providing the Services, or any part thereof; any representation, warranty, or certification made by Subscriber in this Agreement for or in any other document furnished by Subscriber is, as of the time made or no reason with 90 furnished, false or misleading; or the Exchange, in its sole discretion, determines Subscriber has materially violated or is likely to materially violate, any Exchange Requirement or Applicable Law; iv. the Exchange, upon not less than fifteen (15) days’ prior written notice notice, in the event that any representation, warranty, or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not corrected within such fifteen (15) day period; or v. the Exchange, upon not less than thirty (30) days’ prior written notice, in the event that the Exchange determines to each cease providing the same class of Services to all other Partyeligible individuals or entities that were receiving the same class of Services as Subscriber. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other. (c) No C. Notwithstanding any termination or expiration of this Agreement, this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained remain in effect until expiration of with respect to any trades effected pursuant to the Term will become immediately due and payable upon Services prior to any such termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of a 1 month rolling contract (each a Renewal Period), unless: (a) The term either party notifies the other party of this Agreement commences as termination, in writing, at least 30 days before the end of the Effective Date andInitial Subscription Term or any Renewal Period, unless terminated earlier pursuant to any of in which case this Agreement’s express provisions, will continue in effect until agreement shall terminate upon the first to occur expiry of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds applicable Initial Subscription Term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Renewal Period; or (b) Notwithstandingotherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party upon: the other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) conduct by Issuer Party an order is made or any a resolution is passed for the winding up of their affiliates that may jeopardize NCPS’s current businessthe other party, prospective business or professional reputationcircumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) any material breach 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 Issuer Party the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (Schedule B1 to the extent it can be curedInsolvency Act 1986), including, but not limited to, any failure to pay any amount under this Agreement when due; or or (d) if Issuer Party ceases regular operations or files a receiver is appointed of any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother 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 federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or (e) the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the failure other party within the meaning of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate section 840 of the Income and Corporation Taxes Xxx 0000; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.3 On termination of this Agreement agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other or no reason with 90 days’ prior written notice items (and all copies of them) belonging to each the other Party.party; (c) No the Supplier may destroy or 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 or expiration of this Agreement shall affect agreement, a written request for the ongoing obligations of Issuer Party delivery to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Customer of the Term will become immediately 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 (whether or not due and payable upon at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, and Issuer Party or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall pay not be affected or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprejudiced.

Term and Termination. 12.1 This Supply Agreement will remain in effect for a period of thirteen (a13) The term of this Agreement commences as of years from the Effective Date and, unless terminated earlier pursuant under the provisions hereof. The term will be automatically extended for successive two (2) year renewal periods unless a Party gives written notice to any of this Agreement’s express provisions, will continue in effect until the first to occur other Party at least six (6) months before the end of the final closing of initial term or any renewal period (such initial term plus any renewal period(s), the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), . 12.2 This Supply Agreement may be terminated: (a) at which any time this Agreement shall terminate by the mutual written agreement of CoraMed and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Haemonetics; (b) Notwithstandingby either Party, NCPS may terminate this Agreement for cause immediately without notice to Issuer if the other Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or defaults in any of their affiliates; its material obligations hereunder and such default is not cured in all material respects within thirty (b30) conduct by Issuer Party or any days after written notice of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; such default is given to the defaulting Party; (c) by Haemonetics if CoraMed fails to pay any material breach by Issuer Party amounts due pursuant to Section 2.2 above (other than amounts that are the subject of this Agreement if a good faith dispute between the Parties), and such breach failure to pay is not cured within 10 thirty (30) days of receipt of after written notice thereof (to the extent it can be cured), including, but not limited to, any of such failure to pay any amount under this Agreement when dueis given to CoraMed; or or (d) at any time by either Party immediately upon written notice to the other Party if Issuer the other Party (i) ceases regular operations to carry on its business, liquidates or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganizationdissolves its business; the adjudication that Issuer Party is (ii) becomes insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party fails generally to pay its debts on as they become due; (iii) voluntarily or involuntarily becomes the subject of any proceeding relating to bankruptcy, insolvency, receivership, liquidation or other similar proceeding; or (iv) consents to the appointment of a timely basis. Any trustee or receiver for such other Party may terminate this Agreement for or any other or no reason with 90 days’ prior written notice to each other Partypart of its property. (c) No 12.3 Following the date of expiration or earlier termination or expiration of this Supply Agreement shall affect pursuant to Section 12.2 above, CoraMed may not submit any further Purchase Orders to Haemonetics. To the ongoing obligations extent any Purchase Order has been accepted by Haemonetics and is not fulfilled on the date of Issuer Party to make payments to NCPS in accordance with expiration or earlier termination of this Supply Agreement, the terms hereunder provisions of this Supply Agreement and such obligations shall survive. Amounts Purchase Order will continue to apply to such Purchase Order as if this Supply Agreement were still in effect; provided, however, that would have become payable had if a Purchase Order has been accepted by Haemonetics and is not fulfilled on the date of Haemonetics’ termination of this Supply Agreement remained pursuant to Section 12.2(b), 12.2(c), or 12.2(d) above, Haemonetics may elect in effect until its sole discretion to cancel its fulfillment of such Purchase Order, in which event CoraMed’s financial obligation with respect to such Purchase Order will be limited to reimbursing Haemonetics for its reasonable costs incurred in fulfilling such Purchase Order prior to its cancellation, including without limitation the cost of finished goods in inventory, work in process and raw materials. 12.4 The provisions of Sections 1.5, 2.2, 2.3, 5, 7, 8, 9, 10.1, 11, 12.3, 12.4, 13.1 and 14 will survive the expiration or earlier termination of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis Supply Agreement.

Term and Termination. 13.1 This agreement shall commence on the Commencement Date and shall (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will in accordance with these terms) continue in full force and effect until the first to occur end of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Subscription Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding13.2 Without prejudice to any other rights or remedies to which the parties maybe entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party uponthe other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the otherparty, or if such an administrator is appointed or if documents are filedwith the court for the appointment of an administrator or if notice ofintention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the other party takes or suffers any similar or analogous action in 13.3 On expiry or termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate, even if the Subscription Term is defined as “perpetual” in, or if no expiration date is specified in, the Quotation; (b) conduct by Issuer Party or each party shall return and make nofurther use of any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputationConfidential Information belonging to the other party; and (c) the accrued rights of the parties as at expiry or termination, or the continuation after expiry or termination of any material breach by Issuer Party provision expressly statedto survive (including, without limitation, clauses 1, 9, 10, 11.1, 12, 13.3and 14) or implicitly surviving termination, shall not be affected or prejudiced; and (d) the Supplier may destroy or otherwise dispose of any of the End User Data in its possession unless the Supplier receives, no later than 10 days after the effective date of termination of this Agreement if such breach is not cured agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the End User within 10 30 days of receipt of written notice thereof such a request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (to whether or not due at the extent it can be cureddate of termination), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party The End User shall pay all reasonable expenses incurred by the Supplier in returning or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt disposing of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringEnd User Data.