Common use of Term Termination and Survival Clause in Contracts

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion for a period of the Services under all Statements of Work five (5) years, unless sooner terminated pursuant to Section 9.2 8.2 or Section 9.38.3. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) ), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, unless the non-Defaulting Party agrees in writing to extend the cure period. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which proceeding is not fully stayed within seven 20 business days or is not dismissed or vacated within 45 business 60 days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, which appointment is not dismissed or vacated within 60 days after appointment. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Trucking may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Corp fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 days after XXXCorp’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that such failure shall not include amounts that Corp is disputing in good faith until 30 days following the final resolution thereof; or (b) more than three (3) times in any 12-month period; provided, however, that should such dispute not be resolved within 60 calendar days following notice to Corp of such dispute, then Corp shall escrow the amounts in dispute until such matter is resolved between the parties or by such court of competent jurisdiction. Additionally, no extension related to a Force Majeure Event such failure shall be longer than 45 days;included in the “three (3) times” calculation for so long as Corp is disputing such amounts in good faith until final resolution thereof. (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 8.4 The rights and obligations of the voting stock of XXX by means of Parties set forth in this Section 8.4 and in Sections 2, 4, 9, 10, 11, 12, 13, 15, 16, 17, 19, 20, 21, 22 and 23, and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)Parties in this Agreement which, (ii) by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the acquisition rights and obligations set forth in Section 7 hereof will survive such termination or expiration of ownership this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or power to vote more than 10% omission of the voting stock of XXX by a TAI competitor, (iii) a sale of all Receiving Party or substantially all of the assets of XXX, (iv) a material change of XXXReceiving Party’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;Group.

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work Services, unless sooner terminated pursuant to Section 9.2 7(c). Customer, in its sole discretion, may terminate this Agreement or Section 9.3. 9.2 any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either Party party may terminate this Agreement, effective upon written notice to the other Party party (the “Defaulting Party”) ), if the Defaulting Party: (a) : Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) . Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) . Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) . Is dissolved or liquidated or takes any corporate action for such purpose. (e) . Makes a general assignment for the benefit of creditors. (f) . Has a receiver, trustee, custodian, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate . Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written notice request and at Customer’s expense, in transitioning the Services to XXX upon an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the occurrence requirements of any this Section 7(d). The rights and obligations of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as parties set forth in Exhibit A as determined in the good faith discretion of TAI; provided thatthis Section 7 and Section 5, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not able to achievefound, complete and any right or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% obligation of the voting stock parties in this Agreement which, by its nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date effective date of the Statement of Work and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to this Section 9.2 11 or Section 9.3. 9.2 the expiration or termination of the Statement of Work (the “Term”). Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: : (a) Materially materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. ; (b) Becomes becomes insolvent or admits its inability to pay its debts generally as they become due. ; (c) Becomes becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. ; (d) Is is dissolved or liquidated or takes any corporate action for such purpose. ; (e) Makes makes a general assignment for the benefit of creditors. ; or (f) Has has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a). Additionally, TAI Soundtrace may terminate this Agreement or any Statement of Work, in its sole discretion, upon 30 days prior written notice to XXX upon Customer. In the occurrence event that this Agreement or a Statement of any of the following events Work is terminated (each of the following, a “Specified Event of Default”): (ai) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder Soundtrace’s status as a Defaulting Party under Section 11.2, or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power for Soundtrace’s convenience under Section 11.2, Soundtrace shall refund to vote more than 10% Customer any prepaid and unearned fees for portions of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all Services not yet provided. The rights and obligations of the assets of XXXParties set forth in this section, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary and any right or obligation of the date hereofParties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. Miscellaneous: Publicity. Soundtrace may use Customer’s name and logo to publicly identify Customer as Soundtrace customer in each a press release, on Soundtrace’s website, and through other public communications. Customer will provide a brief statement that Soundtrace may use in such communications. Soundtrace may also produce and publicly distribute a case study regarding Customer’s use of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;Services.

Term Termination and Survival. 9.1 16.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work through December 31, 2026, unless sooner terminated pursuant to this Section 9.2 or Section 9.316 (the “Term”). 9.2 16.2 Each Statement of Work shall commence on the date of execution, and continue in accordance with its terms, unless sooner terminated pursuant to the Sections of this Agreement, or the terms of such Statement of Work. For the avoidance of doubt, expiry of this Agreement shall not itself cause the termination of any then-existing Statements of Work. 16.3 AstraZeneca, [***]. For clarity, AstraZeneca shall remain responsible for the Financial Commitment notwithstanding the termination of any Statement of Work pursuant to this Section. 16.4 Termination of a Statement of Work alone will not result in the termination of this Agreement or the termination of any other Statement of Work. Upon the termination of this Agreement for any reason (but excluding its expiration), all Statements of Work then in effect will automatically terminate and Tempus will cease performing the Services, unless AstraZeneca requests that Tempus complete one or more of the Services. In such case, and provided the Agreement has not been terminated due to AstraZeneca’s uncured material breach, the rights and obligations of the Parties under this Agreement will continue in effect with respect to such Services until completion. 16.5 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) ), if the Defaulting Party: (a) Materially materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach.; (b) Becomes becomes insolvent or admits its inability to pay its debts generally as they become due.; (c) Becomes becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days (7) Business Days or is not dismissed or vacated within 45 business forty-five (45) days after filing.; (d) Is is dissolved or liquidated or takes any corporate action for such purpose.; (e) Makes makes a general assignment for the benefit of creditors.; or (f) Has has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything 16.6 Without limiting any other right or remedy of AstraZeneca, AstraZeneca may terminate this Agreement, effective upon written notice to Tempus: (a) [***]; (b) [***]; (c) for convenience at any time, provided that where at the contrary effective date of the termination of this Agreement AstraZeneca has not fulfilled its Financial Commitment in Section 9.2(a)accordance with Exhibit E, TAI then AstraZeneca will be liable to pay Tempus the balance of its unfulfilled Financial Commitment, i.e., the unfulfilled portion of two hundred million dollars ($200,000,000) if the MC Extension Option has not been exercised, or three hundred million dollars ($300,000,000) if the MC Extension Option has been exercised; (i) Tempus or one of Tempus’ employees is convicted of a crime involving pharmaceutical counterfeiting, diversion or illegal trade, (ii) there is sufficient evidence of Tempus’ involvement in counterfeiting, diversion or illegal trade, and the involvement was either knowing or the result of a failure to establish necessary preventative controls, or (iii) there is a publicly announced investigation by a Regulatory Authority relating to any suspected or actual violation of Applicable Laws relating to anti-corruption or anti-bribery by Tempus or any Affiliates, consultants, agents, representatives or sub-contractors of Tempus or its Affiliates connected with this Agreement; or (i) Tempus is prevented or restricted by Applicable Law (including as a result of a court order or action of a Regulatory Authority) from providing all or a material part of the Services or Licensed Data in the form contemplated under this Agreement and Tempus does not remedy the same within thirty (30) days of the commencement of such prevention or restriction. 16.7 Without limiting any other right or remedy of AstraZeneca, AstraZeneca may terminate this Agreement (in whole or in part, with respect to any Statement of Work), effective upon written notice (a) Tempus’ failure to XXX upon perform an obligation under this Agreement or Statement of Work (whether or not a repudiatory breach) that has been, or substantially similar failures have been, repeated sufficiently often to have a materially adverse impact on the occurrence of any use or enjoyment of the following events Services or Deliverables (each including material detriment to the quality of Services or Deliverables or Licensed Data as provided in Exhibit B) or the followingbusiness of AstraZeneca; (b) Tempus failing to remedy such breach within [***]; and (c) AstraZeneca having previously informed Tempus that if the failure or a substantially similar failure is repeated AstraZeneca may wish to terminate this Agreement. 16.8 Upon expiration or termination of this Agreement or Statement of Work for any reason, Tempus shall promptly (and in the case of a “Specified Event Statement of Default”Work, to the extent applicable to such Statement of Work): (a) XXX fails deliver to pay any undisputed amount when due hereunder AstraZeneca all documents, work product, and such failure continues other materials and Deliverables, whether or not complete, prepared by or on behalf of Tempus in the course of performing the Services for 30 days after XXX’s receipt of written notice of nonpaymentwhich AstraZeneca has paid; (b) XXX fails at AstraZeneca’s direction, return to timely achieve, complete, AstraZeneca or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 dayspermanently erase/destroy all AstraZeneca Materials; (c) remove any Tempus-owned property, equipment, or materials located at AstraZeneca’s locations; (d) at AstraZeneca’s direction, deliver to AstraZeneca or permanently erase/destroy, all of AstraZeneca’s Confidential Information, including any and all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on AstraZeneca’s Confidential Information, except that Tempus shall be permitted to retain such copies of such Confidential Information as are reasonably required for the occurrence sole purpose of performing any obligations under this Agreement that survive expiry or termination of this Agreement or for archival purposes. Notwithstanding the foregoing, Tempus shall also be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by Tempus’ automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with Tempus’ standard archiving and back-up procedures, but not for any other use or purpose; (e) provide reasonable cooperation and assistance to AstraZeneca upon AstraZeneca’s written request in transitioning the Services to an alternate service provider; (f) on a pro rata basis, repay all fees and expenses paid in advance for any Services, Deliverables, Licensed Data or other elements that have not been provided; (g) certify (through an authorized officer of Tempus) in writing to AstraZeneca that it has complied with the requirements of this Section 16.8; and (h) provide all transition and exit assistance as provided in the relevant Statement of Work. 16.9 Upon expiration or termination of this Agreement or Statement of Work for any reason, AstraZeneca shall promptly (and in the case of a “Change Statement of Control”Work, which means to the extent applicable to such Statement of Work): (a) at Tempus’ direction, return to Tempus or permanently erase/destroy all Tempus Materials (including Licensed Data) except that AstraZeneca shall be permitted to retain such copies of such Tempus Materials as are reasonably required for the sole purpose of performing any obligations or exercising rights (including exploiting Deliverables and AstraZeneca Project Inventions, and with respect to Licensed Data under Exhibit B) under this Agreement that survive expiry or termination of this Agreement or for archival purposes. Notwithstanding the foregoing, AstraZeneca shall also be permitted to retain such additional copies of or any computer records or files containing such Tempus Materials that have been created solely by AstraZeneca’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with AstraZeneca’s standard archiving and back-up procedures, but not for any other use or purpose. For clarity, nothing in the foregoing shall operate to terminate, limit or otherwise affect the rights and licenses with respect to Licensed Data that are granted under Exhibit B; (b) remove any AstraZeneca-owned property, equipment, or materials located at Tempus’ locations; (c) At Tempus’ direction, deliver to Tempus or permanently erase/destroy, all of Tempus’ Confidential Information, including any and all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Tempus’ Confidential Information except that AstraZeneca shall be permitted to retain such copies of such Confidential Information as are reasonably required for the sole purpose of performing any obligations or exercising rights (including exploiting Deliverables and AstraZeneca Project Inventions, and with respect to Licensed Data under Exhibit B) under this Agreement that survive expiry or termination of this Agreement or for archival purposes. Notwithstanding the foregoing, AstraZeneca shall also be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by AstraZeneca’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with AstraZeneca’s standard archiving and back-up procedures, but not for any other use or purpose. For clarity, nothing in the foregoing shall operate to terminate, limit or otherwise affect the rights and licenses with respect to Licensed Data that are granted under Exhibit B; and (d) certify (through an authorized officer of AstraZeneca) in writing to Tempus that it has complied with the requirements of this Section 16.9; and (e) upon the later of (i) the acquisition by any Person expiry or termination of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganizationthis Agreement, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), and (ii) the acquisition last to expire or terminate Statement of ownership or power to vote more than Work, the following shall survive: Sections 1, 7.1, 8, 10% , 13, 15, 16, 17, 19.1, 19.3, 22, 23, 24, 25, 26, 27, 28, 29, 30.1, 30.2, 30.3, 30.4, paragraphs 1, 2 and 4 of the voting stock of XXX by a TAI competitorExhibit B, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;and Exhibit D.

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work Work, unless sooner terminated pursuant to Section 9.2 8.2 or Section 9.38.3. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven 7 business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 5 days after XXX’s Customer's receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 2 times in any 12 month period. 8.4 The rights and obligations of the voting stock of XXX by means of Parties set forth in this Section 8.4 and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)Parties in this Agreement which, (ii) by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the acquisition rights and obligations set forth in Section 7 hereof will survive such termination or expiration of ownership this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or power to vote more than 10% omission of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;Receiving Party.

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work throughout Customer’s subscription period unless sooner terminated pursuant to Section 9.2 8.2 or Section 9.38.3. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”") if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material [material] breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 days after XXX’s Customer's receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer more than 45 days3 times in any 6 month period; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 8.4 The rights and obligations of the voting stock parties which, by their nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3under this Agreement. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven 5 business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder or in the Service Agreement: (a) and such failure continues for 30 10 days after XXX’s Customer's receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer more than 45 days3 times in any two month period; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 8.4 The rights and obligations of the voting stock of XXX by means of parties set forth in this Section 8.4, and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)parties in this Agreement which, (ii) the acquisition by its nature, should survive termination or expiration of ownership this Agreement, will survive any such termination or power to vote more than 10% expiration of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work (the “Term”), unless sooner terminated pursuant to Section 9.2 8.2 or Section 9.38.3. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven 10 business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 days after XXX’s Customer's receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 3 times in any 12-month period. 8.4 The rights and obligations of the voting stock of XXX by means of Parties set forth in this Section 8 and in Sections 6, 7, 9, 10, 12, 20 and 21, and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)Parties in this Agreement which, (ii) by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the acquisition rights and obligations set forth in Section 7 hereof will survive such termination or expiration of ownership this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or power to vote more than 10% omission of the voting stock of XXX by a TAI competitor, (iii) a sale of all Receiving Party or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;Receiving Party's Group.

Term Termination and Survival. 9.1 (a) This Agreement shall commence as of the Effective Date and shall continue thereafter until for a period of twelve (12) months (the completion “Initial Term”). After the Initial Term, this Agreement will automatically renew on the same terms for consecutive one-year periods (each, a “Renewal Term” and, together with the Initial Term, the “Term”). Notwithstanding the foregoing, either Party may terminate this Agreement at the end of the Services under all Statements Initial Term or a Renewal Term by providing written notice of Work unless sooner terminated pursuant such termination to Section 9.2 or Section 9.3the other Party no later than thirty (30) days prior to the expiration of the applicable Term. 9.2 Either (b) Notwithstanding Section 7(a) hereof, either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) i. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) ii. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 ninety (90) business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) iii. Makes a general assignment for the benefit of creditors. (f) iv. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 (c) Notwithstanding anything to the contrary in Section 9.2(a7(b), TAI Westpark Advisors may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if AERG fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 thirty (30) days after XXXAERG’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer more than 45 daystwo (2) times in any four (4) month period; (cd) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% The rights and obligations of the voting stock of XXX by means of parties set forth in this Section 7(d) and in Sections 5, 6 and 8 through 21, and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)parties in this Agreement which, (ii) the acquisition by its nature, should survive termination or expiration of ownership this Agreement, will survive any such termination or power to vote more than 10% expiration of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work Work, unless sooner terminated pursuant to Section 9.2 the terms of this Agreement. Trust, in its sole discretion, may terminate this Agreement or Section 9.3. 9.2 any Statement of Work, in whole or in part, at any time without cause, or for convenience, and without liability except for required payment for services rendered and reimbursement for authorized expenses incurred prior to the termination date, by providing at least 10 calendar days' prior written notice to Provider. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches : Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) . Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes ; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business 30 days after filing. (d) Is ; or is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes ; makes a general assignment for the benefit of creditors. (f) Has ; or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate . Upon expiration or termination of this Agreement for any reason, Provider shall promptly: Deliver to Trust all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Provider in the course of performing the Services for which Trust has paid. Return to Trust all Trust-owned property, equipment, or materials in its possession or control and all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Trust confidential information. Provide reasonable cooperation and assistance to Trust upon Trust's written notice request and at Trust's expense, in transitioning the Services to XXX upon the occurrence of an alternate Provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. Any right or obligation of the following events (each Parties in this Agreement which, by its nature, should survive termination or expiration of the followingthis Agreement, a “Specified Event will survive any such termination or expiration of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 6.1 This Agreement shall commence as of the Effective Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work Services, unless sooner terminated pursuant to Section 9.2 6.2 or Section 9.36.3. 9.2 6.2 Either Party may terminate this Agreement, effective effective upon written notice to the other Party (the “Defaulting Party”) ), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within 45 forty-five (45) business days after filingfiling. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 6.3 Notwithstanding anything to the contrary in Section 9.2(a6.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder and such failure continues for 30 seven (7) days after XXXCustomer’s receipt of written notice of nonpayment;. (b) XXX fails to timely achieve, complete, or pass any 6.4 The rights and obligations of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as Parties set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete this Section 6 and any right or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% obligation of the voting stock Parties in this Agreement which, by its nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 11.1. This Agreement shall commence as commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary of the Effective Date and shall continue thereafter until (b) the completion of the all Services under all Statements Signed Quotes or Purchase Orders to which this MSA applies, which are executed by the Parties prior to the fifth anniversary of Work the Effective Date, unless sooner terminated pursuant to Section 9.2 Sections 11.2, 11.3, or Section 9.311.4 (the “Term”). 9.2 11.2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) a. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach., or such material breach is incapable of cure, provided that for any claim that Services do not conform to the Services Warranty, Section 13.4 provides Client’s sole and exclusive remedy; (b) b. Becomes insolvent or admits its inability to pay its debts generally as they become due.; (c) c. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business (7) days or is not dismissed or vacated within 45 business forty- five (45) days after filing.; (d) d. Is dissolved or liquidated or takes any corporate action for such purpose.; (e) e. Makes a general assignment for the benefit of creditors.; or (f) f. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 11.3. Notwithstanding anything to the contrary in Section 9.2(a11.2(a), TAI ACS may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): if (a) XXX Client fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;thirty

Term Termination and Survival. 9.1 7.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work (the “Term”) unless sooner terminated pursuant to Section 9.2 7.2 or Section 9.37.3. 9.2 7.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within 45 business forty-five (45) days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 7.3 Notwithstanding anything to the contrary in Section 9.2(a7.2(a), TAI Helix may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Client fails to pay any undisputed amount when due hereunder under this Agreement: (a) and such failure continues for 30 ten (10) days after XXXHelix’s receipt delivery of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% two (2) times in any six (6)-month period. 7.4 The rights and obligations of the voting stock of XXX by means of Parties set forth in this Section 7 and in Sections 6, 8, 9, 10, 11, 12 and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)Parties in this Agreement which, (ii) the acquisition by its nature, should survive termination or expiration of ownership this Agreement, will survive any such termination or power to vote more than 10% expiration of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 16.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion for a period of the Services under all Statements of Work two (2) year unless sooner terminated pursuant to Section 9.2 or Section 9.316.2 (“Initial Term”). At the end of the Initial Term, this Agreement will automatically renew for additional one (1) year terms unless either party gives written notice of its intent not to renew at least sixty (60) days prior to the end of the then current Term (each a “Renewal Term” and collectively with the Initial Term, the “Term”). 9.2 16.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent Performs its obligations, including any obligations performed by a Dental Provider provided by such Party, in a manner inconsistent with the highest professional and/or industry standards, and (i) such performance issues are not cured within 30 days after receipt of written notice from the other Party or admits its inability to pay its debts generally as they become due(ii) such performance issues recur after an initial occurrence is cured within the notice period set forth in (i). (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days Business Days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any 16.3 The rights and obligations of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as Parties set forth in Exhibit A Sections 3, 4, 5, 8, 9, 10, 12, 14, 16, and 24 as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete well as any right or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% obligation of the voting stock Parties in this Agreement which, by its nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 16.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until for a period of three (3) years (the completion of the Services under all Statements of Work “Initial Term”), unless sooner terminated pursuant to Sections 16.2 and 16.3 of this Agreement. Subject to Section 9.2 or Section 9.316.2 and 16.3 of this Agreement after the Initial Term, this Agreement shall automatically renew for successive 1-year periods (each, a “Renewal Term”) unless a Party provides the other Party with written notice of its election to terminate this Agreement at least 180 days prior to the expiration of the then-current Renewal Term as applicable. The Initial Term together with all Renewal Terms shall be collectively referred to herein as the “Term.” At least 210 days prior to the commencement of each Renewal Term, Flow shall provide Shopify its rates for an updated Exhibit B-2, and the same shall be effective commencing with the commencement of the Renewal Term. 9.2 16.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything 16.3 In addition to the contrary in Section 9.2(a)16.2, TAI a Party may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”):Agreement: (a) XXX fails to pay During the 12 month period commencing with the Effective Date, for any undisputed amount when due hereunder and such failure continues for 30 reason by providing 180 days after XXX’s receipt of prior written notice of nonpayment;to the other Party. (b) XXX fails to timely achieveImmediately by either Party, completeif there is a change of control (directly or indirectly) in which a third party acquires a majority interest of the voting power, voting capital, or pass other equity interest of Global-e sufficient to exercise control over Global-e, which, in the case of Shopify’s right to terminate, occurs without Shopify’s prior written consent, provided that any consent or election to terminate under this Section 16.3(b) shall not be unreasonably delayed by Shopify following its receipt of notice from Global-e that a change of control has occurred within the meaning of this Section 16.3(b). Neither party shall have a right to terminate except as expressly provided in this Agreement. 16.4 The rights and obligations of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as Parties set forth in Exhibit A Section 1 (Definitions), Section 8 (Intellectual Property), Section 10 (Privacy and Data Usage), Section 11 (Fees, Expenses and Pay Outs) until such time as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% all fees have been remitted for usage of the voting stock Flow Offering, Section 12 (Audit), for a period of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of from the date hereofthis Agreement terminates (the “Termination Date”), Section 14 (iiIndemnities) the acquisition for a period of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, one (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (51) year anniversary of from the date hereofTermination Date, in each case of the foregoing clauses Section 15 (i) – (ivConfidentiality), directly Section 16 (Term, Termination and Survival), Section 17 (Limitation of Liability), Section 18 (Entire Agreement) and Sections 21 through 33 (inclusive) by their nature will survive any such termination or indirectly, including as to any successor expiration of XXX;this Agreement.

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion for a period of the Services under all Statements of Work eight (8) months (02/01/2023 – 09/30/2023), unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or such material breach is incapable of cure. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily voluntarily, or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven 7 business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 60 days after XXX’s Customer's receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 2 time[s] in any 3 month period. 9.4 The rights and obligations of the voting stock of XXX by means of Parties set forth in this Section 8.4 and in Section 6, and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)Parties in this Agreement which, (ii) by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the acquisition rights and obligations set forth in Section 7 hereof will survive such termination or expiration of ownership this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or power to vote more than 10% omission of the voting stock of XXX by a TAI competitor, (iii) a sale of all Receiving Party or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;Receiving Party's Group.

Term Termination and Survival. 9.1 A. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of five (5) years (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for consecutive one year periods (each a “Renewal Term”), until the completion of the Services under all Statements of Work unless sooner terminated pursuant to canceled in accordance with this Section 9.2 or Section 9.314. 9.2 B. Either Party may terminate this Agreement during the Initial Term or any Renewal Term for any reason upon sixty (60) days written notice to the other Party. If a P.O. is not yet completed, the termination date of this Agreement shall be extended to the date the P.O. and the Services are completed, unless the P.O. is also terminated in accordance with this Agreement. C. Either Party may terminate this Agreement and any P.O., effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches i. Breaches this Agreement, Agreement or any P.O. by failing to comply with its material obligations thereunder; and such breach is incapable of cure, or with respect to a material if the breach is capable of cure, the Defaulting Party does not commence to cure such breach within 30 ten (10) days after receipt of written notice of such breach.breach and actually cure the breach as quickly as possible using commercially reasonable means; (b) ii. Becomes insolvent or admits its inability to pay its debts generally as they become due., or makes an assignment for the benefit of creditors; (c) iii. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within 45 thirty (30) business days after filing.; or (d) iv. Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has purpose or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 D. Notwithstanding anything to the contrary in Section 9.2(a)foregoing, TAI Spirit may terminate this Agreement and any P.O. effective upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, completehereunder, or pass if Customer defaults under any other agreement between Spirit and Customer. E. If Spirit terminates a P.O. for Customer's breach of this Agreement or any other agreement with Spirit, then Customer shall be responsible for all costs and expenses incurred or suffered by Spirit for the early termination of the XXX Caravan STC Milestone Requirements by P .O. , and reasonable lost profits, associated with said P.O. F. The rights and obligations of the applicable XXX Completion Date (subject to the applicable cure period) as Parties set forth in Exhibit A as determined Sections 4, 7, 8, 10, 12, 14, 16, and 26, and any right or obligation of the Parties in this Agreement which, by its nature, should survive the expiration or termination of this Agreement, will survive any such termination or expiration. With respect to Confidential Information, the rights and obligations of the Parties under Section 11 will survive such termination or expiration of this Agreement until, if ever, such Confidential Information no longer meets the definition of "Confidential Information" hereunder. G. Each party acknowledges that a breach by a party of Section 11 or Section 12 may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the good faith discretion event of TAI; provided thatsuch breach or threatened breach, the applicable XXX Completion Dates non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be equitably adjusted in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;contrary.

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach.breach.‌ (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business forty-five (45) days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if CLIENT fails to pay any undisputed amount when due hereunder hereunder, and such failure continues for 30 ten (10) days after XXXCLIENT’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any 9.4 The rights and obligations of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as parties set forth in Exhibit A as determined in the good faith discretion of TAI; provided thatSection 5, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieveSection 6, complete Section 7, Section 8, Section 10, and any right or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% obligation of the voting stock parties in this Agreement which, by its nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 7.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work June 30, 2024, unless sooner terminated pursuant to Section 9.2 7.2, 7.3 or Section 9.37.4. 9.2 7.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) ), if the Defaulting Party: (a) Materially materially breaches this Agreement, and such breach is incapable of cure, or or, with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach.; (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business sixty (60) days after filing.; (dc) Is is dissolved or liquidated or takes any corporate action for such purpose.; (ed) Makes makes a general assignment for the benefit of creditors.; or (fe) Has has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 7.3 Notwithstanding anything to the contrary in Section 9.2(a7.2(a), TAI Fingerprinting Express may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 Forty-Five (45) days after XXXCustomer’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of more than three (3) time in any twelve (12) month period; 7.4 Either Party may cancel or terminate this agreement by providing at least a Force Majeure Event, with an extension thirty (30) days’ written notice to the corresponding XXX Completion Date commensurate with other via electronic mail, facsimile or convention mail. Any outstanding fees for the delay caused by such TAI breach or Force Majeure Eventpresent term under the Agreement shall immediately become fully due and payable. In the event Customer has pre-paid for services not yet rendered under this Agreement and then terminated early, provided, however, that no extension related Fingerprinting Express agrees to a Force Majeure Event shall be longer than 45 days; reimburse those funds to Customer within sixty (c60) the occurrence days of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;said notice.

Term Termination and Survival. 9.1 6.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work Work, unless sooner terminated pursuant to Section 9.2 or Section 9.3the terms of this Agreement. 9.2 6.2 Trust, in its sole discretion, may terminate this Agreement or any Statement of Work, in whole or in part, at any time without cause, or for convenience, and without liability except for required payment for services rendered and reimbursement for authorized expenses incurred prior to the termination date, by providing at least 10 calendar days' prior written notice to Provider. 6.3 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party: (a) Materially breaches Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes ; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business 30 days after filing. (d) Is ; or is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes ; makes a general assignment for the benefit of creditors. (f) Has ; or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate 6.4 Upon expiration or termination of this Agreement upon written notice to XXX upon the occurrence of for any of the following events (each of the followingreason, a “Specified Event of Default”):Provider shall promptly: (a) XXX fails Deliver to pay any undisputed amount when due hereunder Trust all documents, work product, and such failure continues other materials, whether or not complete, prepared by or on behalf of Provider in the course of performing the Services for 30 days after XXX’s receipt of written notice of nonpayment;which Trust has paid. (b) XXX fails Return to timely achieveTrust all Trust-owned property, completeequipment, or pass materials in its possession or control and all documents and tangible materials (and any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure periodcopies) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided thatcontaining, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achievereflecting, complete incorporating, or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days;based on Trust confidential information. (c) Provide reasonable cooperation and assistance to Trust upon Trust's written request and at Trust's expense, in transitioning the occurrence of Services to an alternate Provider. (d) On a “Change of Control”pro rata basis, repay all fees and expenses paid in advance for any Services which means (i) the acquisition by any Person of ownership have not been provided. 6.5 Any right or power to vote more than 49% obligation of the voting stock Parties in this Agreement which, by its nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements which shall occur upon the date which is two years from the date of Work this Agreement unless sooner terminated pursuant to Section 9.2 8.2 or Section 9.38.3. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) ), if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 10 days after XXXCustomer’s receipt of written notice of nonpayment;. (b) XXX fails to timely achieve, complete, or pass any 8.4 The rights and obligations of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as parties set forth in Exhibit A as determined in the good faith discretion of TAI; provided thatthis Section 8.4, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete and any right or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% obligation of the voting stock parties in this Agreement which, by its nature, should survive termination or expiration of XXX by means this Agreement, will survive any such termination or expiration of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 a. This Agreement shall commence as of begins on the Effective Date and shall continue thereafter until expires ninety (90) days after the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3Program Period ends (“Term”). 9.2 Either Party may b. Company has the right at any time to terminate this Agreement, effective upon written notice to Red Cross, if Red Cross materially breaches the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches terms of this Agreement, Agreement and such breach is incapable not corrected within thirty (30) days after written; provided, however, that if such breach is of curea nature that Red Cross cannot, or with respect exercising due diligence, cure the breach within thirty (30) days, then the period for Red Cross to a material breach capable of cure, the Defaulting Party does not cure such breach shall be extended by the time reasonably necessary to cure. Red Cross shall have no financial obligation for any inventory or Products in the possession and control of Company or any of its Authorized Distributors (defined below). c. Red Cross has the right at any time to terminate this Agreement, effective upon written notice to Company, if Company (i) fails to pay any Donation within 30 10 days of the due date thereof; (ii) materially breaches any term hereof and such breach is not corrected within thirty (30) days after receipt of written notice of the breach, provided however, that if such breach. breach is of a nature that Company cannot, exercising due diligence, cure the breach within thirty (b30) Becomes insolvent or admits its inability days, then the period for Company to pay its debts generally as they become due. cure such breach shall be extended by the time reasonably necessary to cure; (ciii) Becomes subject, voluntarily or involuntarily, to materially breaches any proceeding under provision of Section 10(b); (iv) makes any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated bankrupt, becomes insolvent, or is placed in the hands of a receiver; (v) engages in any act or omission which will cause injury to the reputation of Red Cross or the value of the Red Cross IP (defined below) or any other trademark or service mark owned by Red Cross; or (vi) in the course of Company’s manufacture, sale, possession or use of any Product or component thereof is alleged to infringe any intellectual property right or other third party right, or if the manufacture, sale, possession or use of any Product or component thereof is determined by a court to infringe any intellectual property right or other third party right. d. Upon expiration or termination hereof, all rights of Company hereunder, except for Company rights under Section 2(f), shall forthwith terminate and immediately revert to Red Cross. Company shall immediately cease all use of the Red Cross IP (f) Has a receiverdefined below), trustee, custodian, or similar agent appointed by order of and any court of competent jurisdiction to take charge of or sell any material unpaid portion of its property the outstanding Donations will be immediately due and payable. Company’s obligations for the payment of Donations shall survive expiration or businesstermination hereof and will continue for so long as Company continues to manufacture, sell or otherwise market the Product or Program. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided e. Company agrees that, during the applicable XXX Completion Dates shall Term, the Product will be equitably adjusted manufactured in quantities consistent with anticipated demand so as not to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, result in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed excessive inventory build-up immediately prior to the one (1) year anniversary first day of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% last calendar quarter of the voting stock of XXX by a TAI competitor, Term. Not less than thirty (iii30) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring days prior to the five expiration hereof, or immediately upon termination hereof, Company shall provide Red Cross with a full and accurate statement of all unsold Products then in its or any Authorized Distributor (5defined below) year anniversary inventory, including any Product components (collectively, “Unsold Inventory”). Company agrees that from the expiration or termination of this Agreement, Company will not manufacture any Products and, except as provided in Section 2(f), Company will cease selling Products. Except as provided in Section 2(f), Company will destroy any Unsold Inventory, or other materials containing the Red Cross IP that is in Company’s possession or control after the expiration or termination hereof (and any Sell-Off Period (defined below) granted by Red Cross). f. Upon expiration or termination of this Agreement, except for termination for breach of Company pursuant to Section 2(c), Company will have the right for a limited period of ninety (90) days from such date of expiration or termination to sell off and deliver such Products consistent with this Agreement (“Sell-Off Period”). Company will furnish Red Cross written statements covering such sales and will pay Red Cross the Donations derived therefrom. At the conclusion of the date hereofSell-Off Period, Company shall destroy any Unsold Inventory, and certify and warrant the same to and for the benefit of Red Cross. g. Company acknowledges that Red Cross may have no adequate remedy at law if Company continues to manufacture, sell, advertise, promote, or distribute the Product upon the expiration or termination hereof and any Sell- Off Period granted by Red Cross. Company acknowledges and agrees that, in each case addition to any and all other remedies available to Red Cross, Red Cross will have the right to have any such activity by Company restrained by equitable relief, including but not limited to seeking the issuance of a temporary restraining order, a preliminary injunction or such other alternative relief as Red Cross determines may be appropriate, without the necessity of Red Cross posting any bond therefor. h. Sections 3, 10, 11 and 15 shall survive expiration or termination of the foregoing clauses (i) – (iv), directly Agreement. All licenses granted herein shall terminate immediately upon expiration or indirectly, including as to any successor termination of XXX;the Agreement.

Term Termination and Survival. 9.1 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until for a period of six months (the completion of the Services under all Statements of Work “Initial Term”) unless sooner terminated pursuant to Section 9.2 8.2 or Section 9.38.3. This Agreement shall automatically extend for additional six (6) month periods (the Initial Term and all extensions shall collectively be referred to as the “Term”), unless terminated in writing by either Party no less than thirty (30) days prior to the expiration of the Term. 9.2 8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”") if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 seven (7) days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business (7) days or is not dismissed or vacated within 45 business thirty (30) days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 8.3 Notwithstanding anything to the contrary in Section 9.2(a8.2(a), TAI Service Provider may terminate this Agreement upon before the expiration date of the Term on written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX if Customer fails to pay any undisputed amount when due hereunder hereunder: (a) and such failure continues for 30 thirty (30) days after XXX’s Xxxxxxxx's receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAIunpaid invoice; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer more than 45 daystwo (2) times in any six (6) month period; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% 8.4 The rights and obligations of the voting stock Parties set forth in this Section 8.4 and in Sections 4, 5, 6, 7, 9, 10, 12, 19, 20, 21, and any additional rights and obligations set forth in an applicable Statement of XXX by means of Work, and any transaction right or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary obligation of the date hereof)Parties in this Agreement which, (ii) the acquisition by its nature, should survive termination or expiration of ownership this Agreement, will survive any such termination or power to vote more than 10% expiration of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;this Agreement.

Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date effective date of the Statement of Work and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to this Section 9.2 13 or Section 9.3. 9.2 the expiration or termination of the Statement of Work (the “Term”). Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: : (a) Materially materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. ; (b) Becomes becomes insolvent or admits its inability to pay its debts generally as they become due. ; (c) Becomes becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. ; (d) Is is dissolved or liquidated or takes any corporate action for such purpose. ; (e) Makes makes a general assignment for the benefit of creditors. ; or (f) Has has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a). Additionally, TAI Soundtrace may terminate this Agreement or any Statement of Work, in its sole discretion, upon 30 days prior written notice to XXX upon Customer. In the occurrence event that this Agreement or a Statement of any of the following events Work is terminated (each of the following, a “Specified Event of Default”): (ai) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder Soundtrace’s status as a Defaulting Party under Section 13.b, or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power for Soundtrace’s convenience under Section 13.b, Soundtrace shall refund to vote more than 10% Customer any prepaid and unearned fees for portions of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all Services not yet provided. The rights and obligations of the assets of XXXParties set forth in this section, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary and any right or obligation of the date hereofParties in this Agreement which, in each case by its nature, should survive termination or expiration of the foregoing clauses (i) – (iv)this Agreement, directly will survive any such termination or indirectly, including as to any successor expiration of XXX;this Agreement.