Common use of Term Termination Clause in Contracts

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein, 6.1. The effective date of this Agreement will remain in effect until terminatedshall be as of the date first specified on the front page. The Commencement Date shall remain unaffected. 6.2. This Agreement shall have an indefinite term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("“Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until It may be terminated by either party in accordance herewith or unless either party provides Party: 6.2.1. For convenience of a Party, but no earlier than the lapse of an initial term of one year as of the effective date, by that Party giving the other Party at least ninety (90) days prior written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereoftermination, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice provided that if (i) the Exchange terminates this Agreement for convenience under this Section, it shall provide Company a pro rata refund of the Base Fee (but not of the Subscription Fees) paid a by it through the effective date of termination with respect to the total period in which termination occurs and to which the Base Fee relates, or (ii) Company terminates this Agreement for convenience under this Section, it shall not be entitled to any refund of Fees; or 6.2.2. Immediately upon written notice by one Party to the other party materially breaches should the other Party breach any of the terms of this Agreement or an Order Form and fails fail to cure the remedy such breach within thirty (30) days after receipt of receiving written notice of from the breachnon-breaching Party specifying the breach complained of; or (ii) or 6.2.3. Immediately upon written notice by one Party to the other party becomes insolvent. Upon termination of a Subscriptionin the event that the other Party shall have become subject to any receivership, insolvency, bankruptcy, moratorium or similar proceeding for more than thirty (30) days or if the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete other Party shall have assigned or attempted to assign all or substantially all of its assets or if there should be any transfer of direct or indirect control over the applicable Software, whether modified other Party or merged into the other materials and/or ApplicationsParty ceases to carry on business; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are or 6.2.4. Immediately upon written notice by one Party to the other in breach, you will receive the event that the other Party commits a prorated refund for any fees paid in advance. We may suspend your use material breach of the Software and Premium Support as applicable without terminating this Agreement during any period not capable of material breachremedy. 6.3. We will give you reasonable notice Company may terminate this Agreement in the circumstances as set out in Sections 5.1.2, 5.2.1 and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured5.3. 6.4. The parties' rights and obligations under Exchange may terminate this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Agreement immediately in circumstances as set out in Section 7.3.3. 6.5. Any termination of this Agreement and/or pursuant to the terms of this Section shall be without prejudice to the accrued rights of either Party hereunder. Following termination of this Agreement, Company may continue the use of the Information for an Order Formunlimited period of time which was provided to it up to the effective date of termination, subject to the limitations set out in this Agreement.

Term Termination. Except (a) This Agreement became effective as otherwise stated hereinof August 1, 2016 (the “Effective Date”). The initial term of this Agreement will remain in effect until terminated. The expire on December 31, 2025 (such period, the “Initial Term”); provided, however, that the term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees this Agreement will automatically renew for successive twelve (12) month periods, starting the day a five- year period following the expiration of Initial Term if neither the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides Company nor the Investment Manager gives written notice of nonrenewal to the other party that it will not renew at least 30 days 24 months prior to the end of the then-current Subscription Initial Term. We may increase pricing applicable Thereafter, the term will continue to the renewal of any thenrenew for successive five-current Subscription Term by providing you with year periods unless either party gives notice thereof, including by email, to not renew at least thirty (30) days prior to 24 months before the end of such Termthe then current term. Unless otherwise indicated on an Order FormNotwithstanding the foregoing, you may terminate this Agreement or shall automatically expire coincident with the expiration of the Second Amended and Restated Investment Management Agreement, dated as of April 30, 2018, among Watford Re Ltd. (“Watford Re”), Watford Holdings Ltd. (“Watford Holdings”), the Investment Manager and Arch Underwriters Ltd., as supplemented and amended (the “Watford Re Investment Management Agreement”). (b) The occurrence of any Order Form at any time without cause. Howeverof the following (each, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if a “Company Termination Event”) shall constitute a Company Termination Event: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt conviction of notice any of the breach; Investment Manager’s officers or employees of any crime subjecting such officer or employee to any disqualification that would be the basis for denial, suspension or revocation of registration of the Investment Manager under Section 203(e) of the Advisers Act; (ii) material non-compliance by the Investment Manager with any material law applicable to the Investment Manager in the performance of its obligations hereunder, which non-compliance has a material adverse effect on the Company or the Investment Manager’s performance hereunder and has not been cured within 90 Business Days after discovery by the Investment Manager; (iii) the Investment Manager intentionally breaches the HPS Investment Guidelines, and such breach could reasonably be expected to have a material adverse effect on the Company and the Investment Manager shall have failed to cure such breach within 30 Business Days of the earlier of (x) the date on which the management of the Investment Manager becomes aware of any such breach and (y) the date on which the Investment Manager receives notice of such breach from the Company; provided, however, that for the avoidance of doubt, it is agreed and understood that no material breach of such HPS Investment Guidelines shall be deemed to have occurred if (A) the Company and AUI have agreed in writing to an amendment to such HPS Investment Guidelines such that the Investment Manager’s actions under the amended HPS Investment Guidelines would not constitute a breach of such guidelines or (B) such breach is approved by the Company’s Chief Executive Officer in writing prior to making any investment that would otherwise constitute a breach of the HPS Investment Guidelines or (C) such breach is pursuant to instructions provided by the Company; (iv) a downgrade in the Company’s financial strength rating from a Rating Agency below “A-” (or equivalent) which is caused primarily by and attributed by such Rating Agency to the Investment Manager’s investment strategy with respect to the HPS Investment Account; provided that if such a downgrade in such Rating Agency rating would not be reasonably likely to have an adverse effect on the Company or the Company’s ability to underwrite and bind insurance and reinsurance policies, then such downgrade shall not be deemed a Company Termination Event; (v) (A) a Rating Agency has placed the Company on negative outlook (or equivalent outlook) while the Company has an “A-” (or equivalent) financial strength rating which is caused primarily by and attributed by such Rating Agency to the Investment Manager’s investment strategy with respect to the HPS Investment Account, and (B) the Investment Manager has failed to adequately correct such circumstances within 12 months; provided that if such negative outlook and failure to correct would not be reasonably likely to have an adverse effect on the Company or the Company’s ability to underwrite and bind insurance and reinsurance policies, then such negative outlook and failure to correct shall not be deemed a Company Termination Event; (vi) failure by the Investment Manager to use substantially the same standard of care and apply substantially similar investment making and risk management processes as it applies to its other party becomes insolvent. Upon termination of a Subscriptionclients pursuing substantially similar investment strategies, taking into account the HPS Investment Guidelines, the following will apply: (a) All licenses grantedCompany’s risk tolerances, except for fully-paid, perpetual licenses, will terminate the Investment Manager’s obligations hereunder and you must stop using, de-install and permanently delete all any directions of the applicable SoftwareCompany, whether modified or merged into other materials and/or Applicationswhich failure is not cured within 90 Business Days of receipt of written notice from the Company; or (bvii) all updates and upgrades cease; a change of control of the Investment Manager that results in a breach of the Investment Manager’s obligations pursuant to this Agreement, which breach has not been cured within 90 Business Days of receipt of written notice from the Company. (c) All amounts due under The occurrence of any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure following (each, an “Investment Manager Termination Event”) shall constitute an Investment Manager Termination Event: (i) the breach before suspending your use of determination by the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive Investment Manager that the termination of this Agreement and/or is necessary or advisable to comply with the Bank Holding Company Act (the “BHCA”), the Xxxx-Xxxxx Act or any other current or future laws, rules, regulations or legal requirements applicable to the Investment Manager, its affiliates or JPMorgan Chase & Co or to reduce or eliminate the impact or applicability to the Company of any bank regulatory restrictions that might otherwise be imposed upon the Company as a result of JPMorgan Chase & Co.’s or its affiliates’ status as a bank holding company under the BHCA; (ii) insolvency or bankruptcy of the Company; (iii) material non-compliance by the Company with any material law or regulation applicable to the Company (other than any non-compliance resulting from the Investment Manager’s action or failure to act in accordance with the terms of this Agreement), which non-compliance has a material adverse effect on the Company and has not been cured within 90 Business Days of receipt of written notice from the Investment Manager or discovery by the Company; (iv) non-payment of a material amount due to the Investment Manager or failure by the Company to deposit all of its HPS Managed Assets in the HPS Investment Account in accordance with Section 10, other than amounts permitted to be withheld or withdrawn pursuant to Section 10 (including any amounts in the Investment Grade Account), which non- payment or failure has not been cured within 90 Business Days of receipt of written notice from the Investment Manager; or (v) the non-renewal or termination of the Services Agreement. (d) Upon the occurrence of a Company Termination Event, the Company may, at its option, terminate this Agreement by delivering to the Investment Manager a written notice of termination indicating the Termination Event causing such termination and the effective date of such termination. (e) Upon the occurrence of an Order FormInvestment Manager Termination Event, the Investment Manager may, at its option, terminate this Agreement by delivering to the Company a written notice of termination indicating the effective date of such termination. For the avoidance of doubt, upon such termination, the Investment Manager shall be entitled to receive (i) Management Fees for the period during which the Investment Manager served in such capacity within the calendar quarter in which such termination occurs and (ii) subject to the last sentence of Section 3 of the Fee Schedule, Performance Fees for the period during which the Investment Manager served in such capacity within the Fiscal Year in which such termination occurs, each determined as of the effective date of such termination, and such Management Fees and Performance Fees shall be paid to the Investment Manager as promptly as practicable after the date of such termination.

Term Termination. Except as otherwise stated herein(a) Unless terminated in accordance with Section 14 or Section 15, this Agreement will remain shall be in effect until terminated. The term for any Software starts on the Effective Date of date that is ten (10) years after the Order Form and continues as indicated on date hereof (the Order Form ("“Original Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following At the expiration of the previous Subscription Original Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically each year for an additional one-year period (each, a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Original Term or any Renewal Term, unless and until terminated by either party in accordance herewith or unless either party provides the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of nonrenewal the Company’s intention not to renew this Agreement based upon the other party at least 30 terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the end expiration of the then-current Subscription Termthen existing term. We may increase pricing applicable If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the renewal of any thenManager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-current Subscription Term by providing you with notice thereof, including by email, at least thirty five (3045) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if 45 day period and (iB) the other party materially breaches Effective Termination Date originally set forth in the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; Termination Notice. (b) all updates and upgrades cease; In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (cthe “Termination Fee”) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use equal to the amount of the Software and Premium Support as applicable without terminating this Agreement Management Fee earned by the Manager during any the period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use consisting of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedtwelve (12) full, consecutive calendar months immediately preceding such termination. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation obligation of Liability", and "General" the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the expiration of the Original Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the term, whereupon the term of this Agreement and/or an Order Formshall not be renewed and extended, and this Agreement shall terminate effective on the expiration date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts on be effective as of the Effective Date and have a term of the Order Form and continues as indicated on the Order Form ("Term")one year. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees This Agreement will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of each one year term for another one year term upon Licensee’s payment of the then-current Subscription TermAnnual Fee for the next one year term, such as may be invoiced to Licensee by FCA US’s nominee (presently the Equipment and Tool Institute). We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you FCA US may terminate this Agreement or any Order Form at any time without cause upon within thirty days written notice to Licensee. If FCA US terminates this Agreement without cause, Licensee will receive a pro-rata refund of the Annual Fee that it paid for the current one year term. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it FCA US may have, either party may also terminate this Agreement immediately by giving Licensee written notice of termination if Licensee fails to timely pay the Annual Fee for the next one-year term, such as by the due date set forth in the invoice for the Annual Fee for the next one-year term. (b) If Licensee (a) breaches any of its material obligations hereunder (including without limitation, its obligations under Section 3, 4 or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form 8) and fails to cure the remedy that breach within thirty (30) days after receipt of the breach has been called to its attention by written notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a SubscriptionFCA US, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; files a petition in bankruptcy, has an order entered on a petition in bankruptcy filed against it, makes a general assignment for the benefit of creditors or otherwise acknowledges insolvency, (c) All amounts due under any unpaid invoices will become due and payable immediately; and is adjudged bankrupt, (d) If we are commences or is placed in breachcomplete liquidation, you will receive or (e) suffers the appointment of a prorated refund receiver, who is not discharged within ninety days after being appointed, for any fees paid substantial portion of its business; then, and in advance. We any such event, FCA US may suspend your use of the Software and Premium Support as applicable without terminating terminate this Agreement during immediately by giving written notice of such termination to Licensee. (c) Sections 3, 4, 8 and 11 survive termination or expiration of this Agreement. (d) Within ten (10) days after the termination or expiration of this Agreement, Licensee will delete all FCA US Scan Tool Data from any period of material breach. We will give you reasonable notice electronic media and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"destroy all other copies, and "General" survive will confirm in writing that it has done the termination of this Agreement and/or an Order Formforegoing.

Term Termination. Except as otherwise stated herein(a) Subject to any and all provisions for early termination provided for in this Agreement, this Agreement will remain in effect shall continue from the date of this Agreement until terminatedthe First Break Date. The Agreement will automatically renew for a one year term for any Software starts on the Effective First Break Date, unless either Chrysler notifies SCUSA in writing at least six months prior to the First Break Date of or SCUSA notifies Chrysler in writing at least twelve months (but no more than thirteen months) prior to the Order Form and continues as indicated First Break Date that it wishes to terminate the Agreement (any such notice, a “Termination Notice”). (b) If Chrysler or SCUSA does not deliver a Termination Notice, then this Agreement will be renewed automatically for successive one-year terms, each expiring on the Order Form ("Term")Next Break Date. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees The Agreement will not automatically renew for such successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by one year terms if either party in accordance herewith Chrysler or unless either party SCUSA provides written notice of nonrenewal a Termination Notice to the other party at least 30 days within the time periods specified above prior to the end of Next Break Date that it wishes to terminate the thenAgreement. (c) This Agreement may also be terminated as follows: (i) The non-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either breaching party may terminate this Agreement or any Order Form immediately on notice if (i) upon a breach by the other party that materially breaches affects the Agreement or an Order Form benefits that the non-breaching party reasonably anticipated to receive under this Agreement, and fails to cure the breach such breach, if curable, is not cured within thirty (30) days after [***] of receipt of written notice of from the breachnon-breaching party; or provided, however, if such non-breaching party does not exercise its termination right within [***] after such [***] cure period, the termination right shall be waived. (ii) the other party becomes insolvent. Upon termination a Change of a SubscriptionControl of SCUSA, the following will apply: (where “Change of Control of SCUSA” means (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate any “person” or “group” (as such terms are used in Sections 13(d) and you must stop using, de-install and permanently delete all 14(d) of the applicable SoftwareSecurities Exchange Act of 1934, whether modified as amended (or merged into any successor federal statute), and the rules and regulations promulgated thereunder (the “Exchange Act”)), other materials and/or Applications; than Banco Santander and its Affiliates or the other owners of SCUSA, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision), directly or indirectly, of more than 20% of the outstanding shares of common stock (or similar equity interests) of SCUSA (such person or group, a “Change of Control Owner”) and (b) all updates Banco Santander and upgrades ceaseits Affiliates shall be the beneficial owners, directly or indirectly, of fewer shares of common stock (or similar equity interests) of SCUSA than such Change of Control Owner); (c) All amounts due under any unpaid invoices will become due provided, however, if *** Certain information in this agreement has been omitted and payable immediately; filed separately with the Securities and (d) If we are in breachExchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. MASTER PRIVATE LABEL FINANCING AGREEMENT Chrysler does not exercise its termination right within [***] after such Change of Control, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formright shall be waived.

Term Termination. Except as otherwise stated herein(a) Unless terminated in accordance with Section 14 or Section 15, this Agreement will remain shall be in effect until terminated. The term for any Software starts on the Effective Date of date that is ten (10) years after the Order Form and continues as indicated on date hereof (the Order Form ("“Original Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following At the expiration of the previous Subscription Original Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically each year for an additional one-year period (each, a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of the Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Original Term or any Renewal Term, unless and until terminated by either party in accordance herewith or unless either party provides the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of nonrenewal the Company’s intention not to renew this Agreement based upon the other party at least 30 terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the end expiration of the then-current Subscription Termthen existing term. We may increase pricing applicable If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the renewal of any thenManager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-current Subscription Term by providing you with notice thereof, including by email, at least thirty five (3045) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if 45 day period and (iB) the other party materially breaches Effective Termination Date originally set forth in the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; Termination Notice. (b) all updates and upgrades cease; In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (cthe “Termination Fee”) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use equal to the amount of the Software and Premium Support as applicable without terminating this Agreement Management Fee earned by the Manager during any the period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use consisting of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedtwelve (12) full, consecutive calendar months immediately preceding such termination. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation obligation of Liability", and "General" the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the expiration of the Original Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the term, whereupon the Term of this Agreement and/or an Order Formshall not be renewed and extended and this Agreement shall terminate effective on the expiration date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. Except as otherwise stated herein, this 12.1 This Agreement will remain in effect until terminatedcommence on the Commencement Date. The term Licence will continue for any Software starts the Initial Term and unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on the Order Form Initial Term for subsequent periods of one ("Term"). Except 1) year or as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date Invoice or other written notification We send to You ("Subscription Renewal Term") provided that You have not breached this Agreement. You will pay any Charges due to Us in respect of such Renewal Term in accordance with the Invoice or other written notification We send to You and upon your payment of renewal fees sub-clause 12.3 below. The Services will renew continue for successive twelve (12) month periods, starting the day following period set out in the expiration of the previous Subscription Term, unless and Invoice or other written notification We send to You or until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you written notice. 12.2 We may terminate this Agreement (or at Our discretion, the supply to You of any Software Licences, Support, or any Order Form at Services) (a) immediately if You fail to pay any time without cause. However, we will sum due to Us under this Agreement and such sum remains unpaid for fourteen (14) days after notice has been given to You that such sum has not provide refunds if the Agreement been paid or an Order Form is terminated without cause. Without limiting other remedies, it (b) on sixty (60) days prior written notice provided that We refund to You pro rata any monies paid by You in advance. 12.3 You may have, either party may only terminate this Agreement by giving not less than ninety (90) days’ prior written notice to take affect at the expiry of the Initial Period or any Order Form immediately Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such notice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4 Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if (i) the other: 12.4.1 is in material breach of this Agreement and either that breach is incapable of remedy, or the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure setting out the breach before suspending your use of the Software and Premium Support. Suspension will only be indicating that failure to the extent reasonably necessary until remedy the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the may result in termination of this Agreement and/or Agreement; 12.4.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Xxx 0000, or is unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an Order Formadministration order, or has ceased or threatened to cease to trade.

Term Termination. Except as otherwise stated hereinThis Exhibit A for ES&S Hardware Maintenance and Software License, this Agreement will remain Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule A1 (the Order Form and continues as indicated on the Order Form ("“Initial Post-Warranty Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Post-Warranty Term, unless and this Exhibit A shall automatically renew for an unlimited number of successive One-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party’s written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement the Initial Post-Warranty Term or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCustomer’s jurisdiction, you will receive or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund for of any fees already paid to ES&S in advance. We may suspend your use of the Software and Premium Support as applicable without terminating event that this Agreement during any period of material breach. We will give you reasonable notice and a chance is Exhibit A is terminated pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsubsection 1(c) or 1(d) above.

Term Termination. Except as otherwise stated herein(a) Subject to any and all provisions for early termination provided for in this Agreement, this Agreement will remain in effect shall continue from the date of this Agreement until terminatedthe First Break Date. The Agreement will automatically renew for a one year term for any Software starts on the Effective First Break Date, unless either Chrysler notifies SCUSA in writing at least six months prior to the First Break Date of or SCUSA notifies Chrysler in writing at least twelve months (but no more than thirteen months) prior to the Order Form and continues as indicated First Break Date that it wishes to terminate the Agreement (any such notice, a “Termination Notice”). (b) If Chrysler or SCUSA does not deliver a Termination Notice, then this Agreement will be renewed automatically for successive one-year terms, each expiring on the Order Form ("Term")Next Break Date. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees The Agreement will not automatically renew for such successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by one year terms if either party in accordance herewith Chrysler or unless either party SCUSA provides written notice of nonrenewal a Termination Notice to the other party at least 30 days within the time periods specified above prior to the end of Next Break Date that it wishes to terminate the thenAgreement. (c) This Agreement may also be terminated as follows: (i) The non-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either breaching party may terminate this Agreement or any Order Form immediately on notice if (i) upon a breach by the other party that materially breaches affects the Agreement or an Order Form benefits that the non-breaching party reasonably anticipated to receive under this Agreement, and fails to cure the breach such breach, if curable, is not cured within thirty (30) days after [***] of receipt of written notice of from the breachnon-breaching party; or provided, however, if such non-breaching party does not exercise its termination right within [***] after such [***] period, the termination right shall be waived. (ii) Upon a [***]. (iii) The commencement of a voluntary or involuntary case or other proceeding by or against the other party becomes insolvent. Upon termination seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar Law, now or hereafter in effect, which in the case of an involuntary proceeding is not stayed or lifted within [***]; the application for or consent to the appointment of a Subscriptionreceiver, trustee, liquidator or custodian by the other party for itself or of all or a substantial part of its property; the making by the other party of a general assignment for the benefit of any of its creditors; or the taking by the other party of any action for the purpose of effecting any of the foregoing. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (iv) Chrysler may terminate this Agreement upon [***] written notice to SCUSA, [***]. (v) Notwithstanding any other provision of this Agreement, Chrysler may terminate this Agreement upon written notice to SCUSA in the event that (x) [***] and (y) SCUSA has not cured such failure within [***] thereof; provided, however, if Chrysler does not exercise its termination right within [***] after the end of such [***] period, the following will apply: termination right with respect to that particular failure shall be deemed waived. (avi) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Upon the mutual written agreement of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and parties. (d) If we are For the avoidance of doubt, no portion of the Up-Front Payment payable pursuant to Section 8.01 will be refunded in breach, you will receive a prorated refund the case of termination for any fees paid reason, including in advance. We may suspend your use the event of the Software and Premium Support as applicable without terminating this Agreement during a breach by, [***] or any period of material breach. We will give you reasonable notice and a chance other event that permits Chrysler to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive terminate or otherwise results in the termination of this Agreement. Additionally, notwithstanding anything to the contrary contained in this Agreement, if Chrysler elects to terminate this Agreement and/or an Order Formas a result of a breach of any of Sections 2.03, 4.03, 4.05, 4.13, 6.02, 10.01(c)(ii), 10.01(c) (iii), 10.01(c)(iv), or 10.01(c)(v), Chrysler’s right to retain the Up-Front Payment shall constitute its sole and exclusive remedy for all losses and damages suffered by Chrysler as a result of the breach of such sections giving rise to Chrysler’s right to terminate.

Term Termination. Except as otherwise stated herein, this a. This Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form set forth herein and continues as indicated on the until expiration or termination of all Order Form ("Term")Forms issued hereunder. Except as Unless otherwise specified stated in the applicable such Order Form, subscription terms are for twelve (12) months each Order Form shall have a minimum term of one year from the Effective Date ("Subscription Term") date thereof and upon your payment of renewal fees will automatically renew for successive twelve one year periods (12each such successive one year period, a “Renewal Term”) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated cancelled by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least no less than thirty (30) days prior to the end of the then current term or otherwise terminated by either party pursuant to Section 7.b. For the duration of each Renewal Term, (a) the scope and quantity of Software Services and/or Software licenses in effect at the conclusion of the immediately preceding term shall remain in effect unless otherwise agreed by the parties and (b) the Fees shall increase by 5% over the price in effect during the last month of the immediately preceding term. b. If either party hereto fails to perform or observe any material term or condition of this Agreement, including your failure to pay any Fees, and such Term. Unless otherwise indicated on an Order Formfailure continues unremedied for 30 (thirty) days after the non-breaching party’s issuance of written notice, you the non-breaching party may terminate this Agreement or any Order Form at any time without causeAgreement. HoweverNotwithstanding the foregoing, we will not provide refunds if the Agreement or breaching party has in good faith commenced to remedy such failure and such remedy cannot reasonably be completed within such 30-day period, then the breaching party will have an Order Form is terminated without cause. Without limiting additional 30 (thirty) days to complete such remedy, after which period the other remedies, it may have, either party may terminate this Agreement or if such failure continues unremedied. c. Except for a termination by you pursuant to Section 7.b. due to NS1’s uncured breach of this Agreement, and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and you will be responsible for all Fees for the remainder of the term set forth on each Order Form immediately on notice if (i) hereunder. In the other party materially breaches event of a termination by you pursuant to Section 7.b. due to NS1’s breach of this Agreement, NS1 shall refund any prepaid Fees to you for the Agreement or an Order Form and fails period from the termination date to cure the breach within thirty (30) days after receipt of notice end of the breach; then-current term of such terminated Order Form. Any termination of this Agreement will not waive or (ii) otherwise adversely affect any other rights or remedies the other terminating party becomes insolventmay have under the terms of this Agreement. Upon termination of a Subscriptionthis Agreement, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate rights and you must stop using, de-install and permanently delete all duties of the applicable Softwareparties will terminate, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachthan the obligations that, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"by their nature, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" should survive the termination or expiration of this Agreement and/or an Order FormAgreement. d. Unless otherwise stated in this Agreement, you shall pay all due and unpaid fees within ten (10) days following termination or expiration of this Agreement.

Term Termination. Except as otherwise stated herein, this a. This Agreement will remain in effect until terminated. The term for any Software starts commence on the Effective Date and continue until terminated as provided herein. The termination or expiration of an Annual Merchandising Program shall not have the Order Form and continues as indicated on effect of terminating this Agreement. In the Order Form event that an Annual Merchandising Program expires prior to the execution of a new Annual Merchandising Program by the parties, the expiring program shall continue to apply until a new Annual Merchandising Program is executed. The new Annual Merchandising Program may be retroactively effective, if agreed by the parties. b. Either party may terminate this Agreement at any time upon 90 days written notice to the other party ("Term"the “Notice Period”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following If a party delivers such written notice to coincide with the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable existing Annual Merchandising Program, neither party shall be considered to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate have terminated this Agreement or any Order Form at any time without causethe Annual Merchandising Program for convenience. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may haveAdditionally, either party may terminate this Agreement or any Order Form immediately on upon written notice if (iwhich notice shall specify the effective date of termination) in the event of a material breach by the other party, which such other party materially breaches the Agreement or an Order Form and fails has failed to cure the breach within thirty (30) 30 days after of receipt of written notice of the breachthereof; or (ii) the other party becomes insolvent. Upon termination provided that, in respect of a Subscriptionbreach of Section 14, the following will apply: (a) All licenses grantedif Retailer commences substantive efforts to cure and cease a continuing or repeated marketing campaign that has been declared by Vendor to be non-compliant, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material Retailer shall be deemed to have cured such breach. We will give you reasonable notice Sections 6, 7, 13, 14, 18-31 and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" Section 8 shall survive the termination of this Agreement. c. All rebates (other than the purchase volume rebate), subsidies, Co-Op Funds and credits set forth herein or in any Annual Merchandising Program in effect on the date of termination (collectively, the “Subsidies”) shall continue to accrue on all Products sold by, or, in the case of return credits, returned to, Retailer during the Notice Period. d. During the Notice Period, Vendor shall continue to timely ship and deliver all Products ordered in accordance with Section 6 of this Agreement and/or and Retailer shall pay for all such Products in accordance with Section 7 of this Agreement. Concurrently, the parties shall cooperate and use commercially reasonable efforts to liquidate existing inventory (including outlet product and prime stock) during the Notice Period; provided that Retailer shall not be required to transport inventory between warehouse locations or store locations outside the ordinary course of business to satisfy customer orders unless such transport is at Vendor’s expense. e. Following the expiration of the Notice Period: i. Subject to Retailer’s obligation to pay Vendor all sums due for all Products purchased by Retailer, and Vendor’s right to credit any accrued merchandise credit memorandum against Retailer’s outstanding account balance for purchased Products, to the extent that Retailer’s account is current, Vendor shall remit to Retailer the balance of any merchandise credit memorandum and all accrued but unpaid Subsidies in immediately available funds within 60 days following the expiration of the Notice Period; ii. If either party terminates this Agreement for convenience, the terminating party shall be subject to the penalties described therefor in the Annual Merchandising Program; iii. Retailer shall promptly cease and desist use of all Vendor intellectual property and shall cease and desist holding itself out in any way as an Order Formauthorized retailer of the Products, provided that, unless Vendor repurchases Retailer’s inventory of the Products (including floor samples and outlet products) and picks up all returned Products (including Products returned after the expiration of the Notice Period), Retailer shall have the right to market and sell all such Products in its possession, including at physical store locations, Events and online, and use Vendor’s intellectual property in connection therewith, and further, provided that, with respect to such marketing and sales, Retailer will continue to comply with all applicable Vendor advertising and merchandising policies consistent with the requirements of Section 14, and subject to the requirements of Section 13.f. and Vendor’s As-Is Policies; and iv. Vendor shall be solely responsible for, and shall directly handle, all customer warranty claims (excluding comfort exchanges) initiated after or in process at the expiration of the Notice Period. f. Notwithstanding anything herein to the contrary, Retailer shall have the right at any time and from time to time after the termination of this Agreement to sell Products that are returned to Retailer, and Vendor grants to Retailer a limited, perpetual, royalty free license to use Vendor’s trademarks specifically for such purpose, subject to the requirements of Section 13.f. and Vendor’s As-Is Policies, as may be promulgated and provided to Retailer from time to time. g. For the avoidance of doubt, as of the effective date of termination of this Agreement, the Annual Merchandising Program shall also terminate.

Term Termination. Except 12.1 Unless this Investment Agreement is validly terminated in accordance with Section 12.2 below, it shall have a fixed term until the second anniversary of the Acceptance Time except as otherwise stated herein, this set forth below. If no Domination Agreement will remain in effect until terminated. The term for any Software starts has been validly entered into between Elster and Melrose or a member of the Melrose Group on the Effective Date second anniversary of the Order Form Acceptance Time, Section 4 above and continues as indicated on Sections 13.2 to 13.14 below shall continue to be valid until the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment earlier of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the a Domination Agreement between Elster and Melrose or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice a member of the breach; Melrose Group being registered in the competent commercial register(s) or (ii) the fifth anniversary of the Acceptance Time. 12.2 This Investment Agreement may only be terminated: 12.2.1 by mutual written consent of the Parties; 12.2.2 by either Party if: (i) the Acceptance Time shall not have occurred on or prior to 25 October 2012 (the “Drop Dead Date”) provided that the right to terminate this Investment Agreement pursuant to this Section 12.2.2(i) shall not be available to any Party whose breach of this Investment Agreement shall have been the primary cause for the Acceptance Time not having occurred on or prior to the Drop Dead Date; or (ii) any court of competent jurisdiction or other party becomes insolvent. Upon termination governmental entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment for, Company Shares pursuant to the Tender Offer, the occurrence or enforcement of which would reasonably be expected to be materially adverse to the Melrose Group (in case of a Subscriptiontermination by Melrose and/or the Bidder) or the Elster Group (in case of a termination by Elster), in each case taken as whole. 12.2.3 by Elster if: (i) there is a Change in the following will apply: Melrose Recommendation; (aii) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all any of the applicable SoftwareResolutions is not duly passed on or prior to 9 August 2012 (or such other date as may be agreed in writing by the Parties) or, whether once passed, is revoked or adversely modified thereafter; (iii) Melrose or merged into other materials and/or ApplicationsBidder has not submitted all antitrust and competition filings to the relevant Antitrust Authorities on or prior to 31 July 2012, provided that the right to terminate this Investment Agreement pursuant to this Section 12.2.3(iii) shall not be available to Elster if the delay is attributable to a breach by Elster of its obligations in Section 5.2 above; or (biv) all updates and upgrades ceaseany filing in court, order, notice or appointment being taken or made by or in respect of Melrose or Bidder for a moratorium, composition, compromise or arrangement with creditors, administration, liquidation; dissolution, receivership (cadministrative or otherwise), or Melrose or Bidder becomes insolvent or is unable to pay its debts as they fall due. provided, however, that Elster shall only be entitled to terminate this Investment Agreement prior to the Drop Dead Date on the basis of these Sections 12.2.3(ii) All amounts due under any unpaid invoices will become due and payable immediately; and or 12.2.3(iii) (das the case may be) If we are in breachif Melrose, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating within ten (10) Business Days after Elster has informed Melrose that it intends to terminate this Agreement during any period on the basis of material breach. We will give you Sections 12.2.3(ii) or 12.2.3(iii), has failed to demonstrate to Elster’s satisfaction that there is a reasonable notice and a chance to cure the breach before suspending your use prospect of the Software and Premium Support. Suspension will only be full remedy prior to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormDrop Dead Date.

Term Termination. Except as otherwise stated herein, this 12.1. This Agreement will remain in effect until terminatedcommence on the Installation Date. The term Licence will continue for any Software starts the Initial Term (as defined in clause 1.1 of these Master Terms) and, unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on Initial Term. Where the Order Form Initial Term was twelve ("Term")12) months, such renewal shall be for subsequent periods of twelve (12) months. Except Where the Initial Term was one (1) month, such renewal shall be for subsequent periods of one (1) month. Where the Initial Term was for a period other than the foregoing, save as otherwise specified in the applicable Order FormServices Agreement, subscription such renewal shall be for subsequent periods of the same duration as the Initial Term so stated, save that such will not include any period where the Supplier has granted the Customer a right to use the Software without payment. Each subsequent period beyond the Initial Term where such renewal occurs shall be known as a “Renewal Term” and the terms are of this Agreement will continue to apply to each such Renewal Term. The Customer will pay any Charges due to the Supplier in respect of each such Renewal Term in accordance with the Supplier’s invoices or any revised Services Agreement. 12.2. Without affecting any other right or remedy available to the Supplier, the Supplier reserves the right to terminate the Agreement at any time without refunding the Charges paid by the Customer, if the Customer has failed to pay an invoice from Supplier by direct debit or otherwise in accordance with this Agreement and where such sum remains unpaid for twelve (12) months 14 days from the Effective Date ("Subscription Term") and upon your payment due date or where, in the Supplier’s reasonable opinion, the Customer’s system and/or the Equipment has ceased to be capable of renewal fees will renew running the Software successfully for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated any reason. 12.3. The Customer may terminate this Agreement by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving not less than thirty (30) days days’ prior written notice to take effect at the end expiry of the Initial Term or any Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such Termnotice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4. Unless otherwise indicated on an Order Form, you may Either party shall be entitled to terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds forthwith by notice in writing to the other if the Agreement or an Order Form other: 12.4.1. is terminated without cause. Without limiting other remedies, it may have, either party may terminate in material breach of this Agreement and either that breach is incapable of remedy, or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of the breach; or (ii) this Agreement; 12.4.2. the other party becomes insolventsuspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 103 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 103(1)(e) or 103(2) of the Insolvency (Northern Ireland) Order 1989; 12.4.3. Upon termination the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a Subscriptionscheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 12.4.6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 12.4.7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 12.4.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all whole or any part of the applicable Softwareother party's assets and such attachment or process is not discharged within 14 days; 12.4.9. any event occurs, whether modified or merged into proceeding is taken, with respect to the other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under party in any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for jurisdiction to which it is subject that has an effect equivalent or similar to any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating events mentioned in clause 12.4.2 to clause 12.4.8 (inclusive); or 12.4.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 12.4.11. (in the case of an individual) has been sequestrated, enters in to an individual voluntary arrangement or signs a trust deed for creditors; 12.5. Termination of the Licence, howsoever caused, shall not affect the rights of either party under this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cureddate of termination. 12.6. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the On termination of this Agreement and/or an Order Formthe Licence shall terminate and accordingly the Customer’s right to use the Licenced Materials will automatically cease and at the Supplier’s option, the Customer shall either be required to return all copies of them or, delete, destroy or otherwise make permanently unusable the Licenced Materials and certify to the Supplier in writing that this has been done within fourteen (14) days of the date of termination. 12.7. On expiry or earlier termination of this Agreement, the Customer’s right to use the Software will cease and the Customer will be given notice of the date that access to the Software will be removed without further warning, save that: 12.7.1. where the Customer used its own Azure Microsoft account, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement; or 12.7.2. where the Customer used the Supplier’s Azure Microsoft account, the Customer shall continue to be entitled to read only access to the Software and the Supplier shall, in accordance with clause 12.9, provide the Customer with one copy of the Software database, all of the Customer’s data and any other associated documentation which the Supplier determines; or 12.7.3. where the Customer used its own servers, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement. 12.8. Where the Customer has served notice to terminate this Agreement at the end of the Initial Term or Renewal Term, the Customer may request a copy of the Customer’s data to enable the Customer to carry out a trial migration. On request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one copy of the Customer’s database in SQL backup format, together with any other associated documentation which the Supplier determines. Subject to clause 12.9, if the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates. 12.9. On termination of this Agreement or at any time within ninety (90) days from the date of termination of this Agreement, the Customer may request access to the Customer’s data. Notwithstanding clause 12.8, on request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one further copy of the Customer’s database, in SQL backup format, together with any other associated documentation which the Supplier determines. If the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates.

Term Termination. Except as otherwise stated herein, this This Agreement will be effective on the date we open your Account, which we may refuse to do for any or no reason and remain in effect until terminatedterminated pursuant to this Section. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you You may terminate this Agreement or any Order Form at any time without causefor any reason by contacting us using the contact information specified on the Site. However, we Termination will take effect as soon as reasonably practicable. Your termination of this Agreement will not provide refunds affect your Brokerage Agreement, which will continue in effect. USBI may, for any reason or no reason at all, terminate your Account and this Agreement at any time by giving you notice if the you; (A) are in breach of this Agreement or an Order Form is terminated without causeother agreements with USBI or our affiliates, (B) terminate the Brokerage Agreement or we terminate it, (C) opt-out (or are deemed to have opted-out) of receiving electronic communications from the Service (including by withdrawing your consent to the Electronic Document Agreement), (D) fail to initially fund your Account within 180 days of Account opening, (E) withdraw all assets from your account or have a zero balance in your Account, (F) do not respond to USBI’s annual review initiation within the specified period and USBI considers the resulting review to be inadequate, or (G) object to the sharing of Client Information with USBI affiliates or third parties providing services to USBI in connection with the Service. Without limiting other remediesIf USBI terminates your Account, it may haveUSBI may, either party at its discretion, terminate the Brokerage Agreement. We may terminate this Agreement or any Order Form immediately on notice and convert your Account to an unmanaged brokerage account supported by USBI’s Wealth Management Advisory Service Team by giving you written notification if (i) the other party materially breaches the Agreement or an Order Form and fails you fail to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses grantedfund your Account to meet the Service Minimum within 90 days, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; maintain the Service Minimum, (c) All amounts resolve Account restrictions (e.g., mail restriction or frozen account due under any unpaid invoices will become due and payable immediately; and to death) or Account trade blocks (such as a request to stop trading, Ineligible Securities are transferred into Account or securities are missing cost basis) within 90 days from the restriction or trade block being added to the Account, or (d) If we are in breachmaintain a valid email address. Following any termination of this Agreement, the investment advisory relationship between USBI and you will end, you will receive a prorated refund assume sole and complete responsibility for any fees paid and all assets in advanceyour Account (if the Brokerage Agreement is not terminated), and USBI will have no further obligations to advise you as to the Service. We may suspend your use You shall be responsible for any transactions or directions initiated prior to termination and you will remain liable to USBI for payment of any indebtedness or obligation to USBI under this Agreement. The provisions of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections Sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "“Personal Information,” “Limitation of Liability", ,” “Miscellaneous – Governing Law,” and "General" “Arbitration Agreement and Disclosure” will survive the termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall be effective immediately and automatically on the Effective Date "Contingency Expiration Date," as that term is defined in that certain Operating Agreement for Little Tiger Press USA, L.L.C., dated of even date herewith, executed by Futech Educational Products, Inc. and Magi Publications. This Agreement shall continue thereafter until terminated in any one of the Order Form and continues as indicated on the Order Form following ways: ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12a) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the thenIf Co-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form Publisher is at any time without cause. Howeverin breach of any of the terms and conditions of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and Co-Publisher fails to cure the such breach within thirty (30) days after receipt by Co-Publisher of written notice of from Publisher specifying the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate breach and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; requiring that it be cured. (b) all updates If Co-Publisher is declared bankrupt or goes into liquidation (other than solvent voluntary liquidation for the purpose of reconstruction only), or if a receiver or administrator or administrative receiver is appointed to the whole or substantially the whole of Co-Publisher's business, or if Co-Publisher shall make an assignment for the benefit of creditors, then Publisher may terminate this Agreement if Co-Publisher fails to cure such breach within thirty (30) days after receipt by Co-Publisher of written notice from Publisher specifying the breach and upgrades cease; requiring that it be cured. (c) All amounts due under If Co-Publisher ceases to trade as a publisher/distributor or is for any unpaid invoices will become due reason unable to perform and payable immediately; comply with the terms and conditions of this Agreement. (d) If we are in breach, you will receive a prorated refund for Co-Publisher allows any fees paid in advance. We may suspend your use Book to go out of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be stock (to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation that Co-Publisher has less than 50 copies of Liability"such Book in stock), and "General" survive the to remain out of stock for 6 months, then Publisher may terminate this Agreement with respect to such Book only. (e) If Co-Publisher shall dispose of all remaining stock of a Book by remaindering or destruction, then Publisher may terminate this Agreement with respect to such Any termination of this Agreement and/or an Order Formby either party shall not affect the obligations of either party under this Agreement to pay the other party amounts owing in connection with performance under this Agreement prior to the termination. The termination of this Agreement by either party shall not prejudice any claim which either party has against the other.

Term Termination. Except as This Agreement will be effective when signed by both parties and Member has paid the fees due upon execution hereof, including the Set-Up and Commitment Fee. Each membership will begin on the Commencement Date identified in the Agreement with the monthly payment due (or, with respect to memberships added after the commencement of the term, upon addition of such individual to the Members List of authorized users). Unless terminated by Workville pursuant to the license, each membership will terminate upon the earlier of the following: (i) the Expiration Date (unless otherwise stated herein, extended); (ii) the termination of this Agreement pursuant to these Terms and Conditions; (iii) the Member’s removal of an individual from the Members List of authorized users, and (iv) Workville’s notification that a user has violated the Terms a nd Conditions, Agreement or its rules of the Building and Facility. If the Commencement Date is a Business Day, Member will remain in effect until terminated. The term for any Software starts be entitled to move into the office space on the Effective Commencement Date. If the Commencement Date of is not a Business Day, Member will be entitled to move into the Order Form and continues as indicated office space on the Order Form ("Term"). Except as otherwise specified first Business Day after the Commencement Date no earlier than 10 a.m. Following the Term outlined in the applicable Order FormMembership Agreement, subscription terms are for twelve (12) months from or at any time in the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periodsevent there is no Term or such Term is noted at “Automatic Renewal”, starting the day following the expiration of the previous Subscription Term, unless and until terminated Member may terminate this Agreement by either party in accordance herewith or unless either party provides providing written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, Workville at least thirty (30) days prior to the end termination, which shall become effective the last business day of the calendar month following the Member’s written notice. Member agrees to specify only the last business day of the calendar month as the termination date and will not be entitled to pro ration with respect to such Termlast month’s membership fee. Unless otherwise indicated For example, if Member delivers a 30-day termination notice on an Order FormDecember 16 (or anytime between December 1st-December 31st), you the termination will not be effective until January 31. This paragraph also applies to changes of office space within Workville available spaces. On such last business day, Member must vacate the office space no later than 5:00 p.m. Workville may terminate this Agreement immediately upon a breach of this Agreement by Member or any Order Form individuals in the Members List or upon a loss or modification of Workvilles’ right to operate the Facility. Workville may terminate the membership at any other time with or without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within reason by providing thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventwritten notice. Upon Notwithstanding any termination of a Subscriptionthis Agreement, Member shall remain liable for amounts incurred prior to the following will apply: (a) All licenses granteddate of termination. Prior to termination of this Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete Member shall immediately remove all of its personal property (and that of any of its guests or individuals from the applicable SoftwareMembers List) from the Facility. After providing reasonable notice to the Member, whether modified Workville shall be entitled to dispose of any property remaining in the Facility after the termination hereof, and Member waives any claims or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund demands regarding such property. The Member shall be responsible for any fees paid incurred in advanceconnection with such removal and disposal. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive Following the termination of this Agreement and/or an Order FormAgreement, Workville will not forward or hold mail or other packages delivered to Workville.

Term Termination. Except as otherwise stated herein, this 11.1 The Agreement will remain in effect until terminated. The term for any Software starts commences on the Effective Date of and will remain in force to the Order Form and continues as indicated on term specified in the Order Form ("Term"). Except as otherwise specified “Initial term”) and shall automatically renew for the renewal period indicated in the applicable Order Form, subscription terms are for twelve order form (12) months from the Effective Date ("Subscription “Renewal Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term”), unless and until (a) this Agreement is earlier terminated by either party in accordance herewith or unless with its terms (b) in the event either party provides Party gives the other written notice of nonrenewal its decision not to renew this Agreement at least forty five (45) days prior to the other party end of the then current Initial Term or Renewal Term as applicable (c) Licensee elect not to auto-renew at the time of the initial order placed with Wipro. However, in the event such termination is by Licensee, no such termination will entitle Licensee to a refund of any portion of any monies which have been paid to Wipro. The Licensee shall notify Wipro in writing of its intention whether to renew this Agreement at least 30 days prior to the expiration hereof. This Agreement may be renewed upon the parties’ mutual consent. Wipro will notify Licensee reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless Licensee promptly notify Wipro in writing, before the renewal date, that Licensee do not accept the fee changes. In that case, the Agreement will terminate at the end of the then-current Subscription Usage Term. We may increase pricing applicable The Initial Term and any Renewal Term(s) together shall be referred to as the renewal of any then-current Subscription Term (“Term”). 11.2 Wipro may, by providing you with written notice thereofto Licensee, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or if any Order Form at of the following events ("Termination Events") occur, provided that no such termination will entitle Licensee to a refund of any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or portion of any Order Form immediately on notice if monies which have been paid to Wipro: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the Licensee is in breach of this Agreement, where breach, is not cured within thirty (30) days after receipt of Wipro gives Licensee written notice of the such breach; or (ii) the other party Licensee terminates its business activities or becomes insolvent. Upon termination , admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a Subscriptiontrustee, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified receiver or merged into other materials and/or Applicationssimilar authority; (biii) all updates and upgrades ceaseLicensee fails to pay its debts or perform its obligations as they mature; this shall include a default on payment of any License Fee; (civ) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use makes Use of the Software and Premium Support as applicable without terminating in violation of Agreement, or is found using the Software for any purpose that is prohibited by law 11.3 Termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement during any period will not affect the provisions regarding Licensee’s or Wipro’s treatment of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be Confidential Information, provisions relating to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"payment of amounts due, "Ownership"provisions limiting or disclaiming Wipro’s liability, "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"provisions regarding non-solicitation and/or applicable law, and "General" all other provisions, which by their nature, are intended to survive the termination, which provisions will survive termination of this Agreement. 11.4 Within fourteen (14) days after the date of termination or expiry discontinuance of the is Agreement and/or an Order Formfor any reason whatsoever, Licensee shall return or destroy the Software, derivative works and all copies thereof, in whole or in part, all related Documentation and all copies thereof, and any other Confidential Information in its possession provided by Wipro.

Term Termination. Except as otherwise stated herein(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date until the first December 31st following the third anniversary of the Effective Date ("Subscription the “Initial Term"”) and upon your payment of renewal fees will renew shall be automatically renewed for successive twelve a one-year term each anniversary date thereafter (12) month periodsa “Renewal Term”), starting the day following the expiration unless at least two-thirds of the previous Subscription Term, unless and until terminated by either party in accordance herewith Independent Directors or unless either party provides written notice the holders of nonrenewal to the other party at least 30 days prior to the end a majority of the then-current Subscription Term. We may increase pricing applicable to outstanding shares of Common Stock (other than those shares held by members of the renewal Company's senior management team and Affiliates of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30the Manager) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 12(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the Termination Notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such Effective Termination Date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement; provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: (a) All licenses grantedthe receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 45-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) all updates In recognition of the level of the upfront effort required by the Manager to structure and upgrades cease; acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, subject to Section 14(a) of this Agreement, in the event that this Agreement is terminated in accordance with the provisions of Section 12(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (cthe “Termination Fee”) All amounts due under any unpaid invoices will become due and payable immediatelyin an amount equal to: (i) three times the average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of such termination; and (dii) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use three times the average annual amount of the Software and Premium Support Incentive Fee paid or payable to the Manager during the 24-month period immediately preceding the termination date, calculated as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to end of the extent reasonably necessary until most recently completed fiscal quarter before the breach is curedtermination date. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation obligation of Liability", and "General" the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No less than 180 days prior to the anniversary of the Effective Date of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement and/or an Order Formshall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Effective Date next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(c). (d) If this Agreement is terminated pursuant to Section 12(a) or Section 12(c), such termination shall be without any further liability or obligation of any Party to any other Party, except as provided in Sections 6, 9, 12(b), 14(b) and 15 of this Agreement, as applicable. In addition, Sections 10 and 21 of this Agreement shall survive termination of this Agreement. (e) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall never become effective and shall automatically terminate and be of no force or effect upon any termination of the Merger Agreement in accordance with its terms, and such termination of this Agreement shall be without any further liability or obligation of any Party to any other Party, except as provided in the Merger Agreement.

Term Termination. Except as otherwise stated herein, this 18.1 This Master Agreement will remain shall continue in effect until terminated. unless otherwise terminated in accordance with this section. 18.2 The initial term for any Software starts on the Effective Date of the Order Form and continues each subscription and/or Assurance shall be as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees Schedule. Subscriptions and/or Assurance will automatically renew for successive twelve additional periods equal to the expiring subscription term or one year (12) month periodswhichever is shorter), starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written gives the other notice of nonrenewal to the other party non-renewal at least 30 days prior to before the end of the thenrelevant term. The per-current Subscription Term. We may unit pricing during any renewal term will increase pricing applicable to the then current list price. Except as expressly provided in the applicable Schedule, renewal of any then-current Subscription Term by providing you with notice thereof, including by email, promotional pricing will be at least thirty (30) days prior Company’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the end contrary, any renewal in which the volume for any Company Offering has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. 18.3 This Master Agreement and/or applicable Addendum(s) and/or the applicable Schedule may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if a claimed breach: (i) the other party materially breaches non-breaching Party notifies the Agreement or an Order Form breaching Party in writing of such breach; and (ii) the breaching Party fails to either cure the such breach within thirty (30) days after (or such other period as mutually agreed by the Parties) from receipt of notice of the breachsuch notice; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; Client’s failure to make payment within forty-five (45) days of when payment is due (c) All amounts due upon insolvency of the other Party, if permitted by law. 18.4 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any unpaid invoices will breach of this Master Agreement or the Agreement. Excepting for termination based on Company’s uncured material breach, all fees are non-cancellable and non-refundable unless a pro-rated refund applies as provided in the applicable Addendum. In the event of a termination by Company for an uncured material breach by Client, all fees shall immediately become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formpayable.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue until the date (the “Termination Date”) that is the later of (i) either Fiesta or the Order Form and continues as indicated on the Order Form AREX Parties giving five ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (125) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written business days’ advance notice of nonrenewal to the other party at least 30 days prior to Party and (ii) the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least date that is thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Formdeadline under the Bylaws for director nominations and stockholder proposals for the 2021 Annual Meeting; provided, you may however, that (i) neither Fiesta nor the AREX Parties shall terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if until the Agreement or an Order Form date that is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt prior to the deadline under the Bylaws for director nominations and stockholder proposals for the 2022 annual meeting of notice stockholders of Fiesta, if the breach; Parties agree, no later than forty-five (45) days prior to the deadline under the Bylaws for director nominations and stockholder proposals for the 2021 Annual Meeting, that Fiesta will re-nominate the New Director (or any Replacement) for election to the Board in connection with the 2021 Annual Meeting, (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will AREX Parties may earlier terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period if Fiesta commits a material breach of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and its obligations under this section and sections entitled "Financial Terms"Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by Fiesta from an AREX Party specifying the material breach, "Ownership"or, "Confidentiality"if impossible to cure within fifteen (15) days, "Warranty; Disclaimer", "Limitation of Liability"that Fiesta has not taken any substantive action to cure within such fifteen (15)-day period, and "General" survive (iii) Fiesta may earlier terminate this Agreement if any of the termination AREX Parties commits a material breach of this Agreement and/or an Order Formthat (if capable of being cured) is not cured within fifteen (15) days after receipt by such AREX Party from Fiesta specifying the material breach, or, if impossible to cure within fifteen (15) days, that such AREX Party has not taken any substantive action to cure within such fifteen (15)-day period. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement prior to such termination.

Term Termination. Except as otherwise stated herein, this 11.1 This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of the Order Form date hereof and continues as indicated on the Order Form ("Term")shall continue until December 31, 2006, unless earlier terminated pursuant to this Section 11. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will This Agreement shall automatically renew for additional successive twelve one (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or 1)- year periods unless either party provides written notice of nonrenewal to informs the other party in writing of its intention not to renew this Agreement at least 30 days six (6) months prior to the end expiration date of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either term. 11.2 Either party may terminate this Agreement agreement without any cause, subject to a prior written notice of 180 days, subject to section 12. However, If FLEXTRONICS is unable to manufacture the Products, despite its best commercial efforts to resume production and manufacturing, notwithstanding the stipulations of section 4.3, and the implementation of FLEXTRONICS of the BCP, Veraz will have the option to terminate this agreement subject to a 7 days prior written notice, subject to section 12. 11.3 If a party fails to meet one or any Order Form immediately on notice if more of the material terms and conditions hereof (i) a “Default”), FLEXTRONICS and Veraz agree to negotiate in good faith to resolve such Default. If the other defaulting party materially breaches the Agreement or an Order Form and fails to cure the breach such Default or submit an acceptable written plan to resolve such Default within thirty (30) days after receipt of following notice of Default, the breach; or non-defaulting party shall have the right to terminate this Agreement by furnishing the defaulting party with thirty (ii30) days written notice of termination. 11.4 A party shall have the right to immediately terminate this Agreement should the other party becomes become insolvent. Upon termination ; enter into or file a petition, arrangement or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction; have filed against it an involuntary petition, arrangement or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction, which is not dismissed within ninety (90) days after filing; enter into a receivership of any of its assets; or enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors. 11.5 Veraz shall have the right to terminate this Agreement in the event of a Subscription, the following will apply: (a) All licenses granted, except force majeure event that continues in effect for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breachninety (90) days and affects the ability of Veraz to obtain Products from FLEXTRONICS. We will give you reasonable notice [*] Confidential information in this Exhibit has been omitted and a chance to cure filed separately with the breach before suspending your use of the Software and Premium SupportCommission. Suspension will only be Confidential treatment has been requested with respect to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formomitted portions.

Term Termination. Except as otherwise stated herein, 7.1 The term of this Agreement will remain in effect until terminated. The term for any Software starts on shall commence upon the Effective Date and shall expire on the fifth (5th) anniversary of the Order Form First Commercial Sale (as defined below) of the Drug Product by BMS to SkinMedica, unless terminated sooner pursuant to this Article 7. As soon as reasonably practicable after the first commercial sale of the Drug Product by BMS to SkinMedica, the Parties shall amend Attachment C and continues as indicated on insert the Order Form date of such sale in the space provided thereto ("Term"the “First Commercial Sale”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will This Agreement shall automatically renew for successive twelve one (121) month periods, starting the day following year periods unless six (6) months prior to the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith initial term or unless either party provides any renewal term written notice is given by one of nonrenewal the Parties to the other party Party. 7.2 If either Party shall at least 30 days prior any time materially breach any of the provisions of this Agreement, the other Party shall have the right to terminate this Agreement and any outstanding purchase orders hereunder. Upon *** notice to the end defaulting Party specifying the default complained of, provided, however, if said defaulting Party cures the default complained of within the then-current Subscription Termninety days following said notice the Agreement shall continue in full force and effect as if no default had occurred. We may increase pricing applicable The right of either Party to the renewal of terminate this Agreement, as herein above provided, shall not be affected in any then-current Subscription Term way by providing you its waiver of, or failure to take action with notice thereofrespect to, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you any previous default. 7.3 Either Party may terminate this Agreement without cause on eighteen (18) months prior written notice, which notice cannot be given earlier than six (6) months after the First Commercial Sale. 7.4 Upon any termination or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination expiration of this Agreement and/or an Order FormAgreement, BMS shall be entitled to recoup any and all costs and expenses incurred by BMS for work-in-progress, including, without limitation raw materials or other components purchased by BMS for the Drug Product.

Term Termination. Except as otherwise stated herein(a) This Agreement shall become effective on the closing date of the Initial Public Offering (the “IPO Closing Date”) and shall continue in operation, unless terminated in accordance with the terms hereof, until the third anniversary of the IPO Closing Date (the “Initial Term”). After the Initial Term, this Agreement will remain shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Manager elects not to renew this Agreement in effect until terminated. The term for accordance with Section 13(b) or 13(d), respectively. (b) Notwithstanding any Software starts on other provision of this Agreement to the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Formcontrary, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Initial Term or any Automatic Renewal Term and upon 180 days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, in connection with the expiration of the Initial Term or the then current Automatic Renewal Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice decline to renew this Agreement (any such nonrenewal, a “Termination Without Cause”) upon the affirmative vote of nonrenewal to the other party at least 30 days prior to the end two-thirds of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if Independent Directors that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; its Subsidiaries taken as a whole or (ii) the other party becomes insolventBase Management Fee and Incentive Fee under this Agreement payable to the Manager are not, taken as a whole, in accordance with then-current market rates charged by asset management companies rendering services similar to those rendered by the Manager (“Above-Market Rates”), subject to Section 13(c) and only after reasonable investigation by the Independent Directors as to the market rates charged by similarly situated managers. Upon termination In the event of a SubscriptionTermination Without Cause, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Company shall pay the Manager the Termination Fee before or on the last day of the applicable SoftwareInitial Term or such Automatic Renewal Term, whether modified or merged into other materials and/or Applications; as the case may be (the “Effective Termination Date”). The Company may terminate this Agreement for cause pursuant to Section 14 hereof even after a Termination Notice and, in such case, no Termination Fee shall be payable. (c) Notwithstanding the provisions of subsection (b) all updates above, if the reason for nonrenewal specified in the Company’s Termination Notice is that two-thirds of the Independent Directors have determined that the Base Management Fee or the Incentive Fee payable to the Manager are, taken as a whole, at Above-Market Rates, the Company shall not have the foregoing non-renewal right in the event the Manager agrees that it will continue to perform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term at rates that at least two-thirds of the Independent Directors determine to be at or below market rates, taken as a whole; provided, however, the Manager shall have the right to renegotiate the Base Management Fee and/or the Incentive Fee, by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Base Management Fee and/or the Incentive Fee. Thereupon, the Company and upgrades cease; the Manager shall endeavor to negotiate the Base Management Fee and/or the Incentive Fee in good faith. Provided that the Company and the Manager agree to a revised Base Management Fee, Incentive Fee or other compensation structure within sixty (c60) All amounts due under any unpaid invoices will become due days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and payable immediately; effect, and this Agreement shall continue in full force and effect on the terms stated herein, except that the Base Management Fee, the Incentive Fee or other compensation structure shall be the revised Base Management Fee, Incentive Fee or other compensation structure effective as of the date as then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Base Management Fee, Incentive Fee, or other compensation structure promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Base Management Fee, Incentive Fee, or other compensation structure during such sixty (60) day period, this Agreement shall terminate on the Effective Termination Date and the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date as a condition of such termination action being effective. (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use No later than 180 days prior to the expiration of the Software and Premium Support as applicable without terminating Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement during any period shall not be renewed and extended and this Agreement shall terminate effective upon the Effective Termination Date next following the delivery of material breachsuch notice. We will give you reasonable notice and a chance The Company shall not be required to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be pay to the extent reasonably necessary until Manager the breach is cured. The parties' rights and obligations under Termination Fee if the Manager terminates this section and sections entitled "Financial Terms"Agreement pursuant to this Section 13(d). (e) Except as set forth in this Section 13(e), "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination a nonrenewal of this Agreement and/or an Order Formpursuant to this Section 13(e) shall be without any further liability or obligation of either party to the other, except as provided in Section 8, Section 9, Section 11 and Section 15 of this Agreement.

Term Termination. Except 5.1 This Agreement is entered into as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on of the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until shall continue until 5.2 This Agreement may be terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least upon thirty (30) days prior written notice to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches if either party determines, in its discretion, that Project is no longer academically, technically or commercially feasible. Upon receipt of such notice of termination, USC shall exert its reasonable efforts to limit or terminate any outstanding financial commitments for which Sponsor is to be liable. Sponsor shall reimburse USC for all costs incurrect by it for the Agreement or an Order Form Project, including without limitation, all Noncancellable Obligations. 5.3 In the event Sponsor commits a material breach of this Agreement, USC may provide written notice of the breach and Sponsor shall have ten (10) business days within which to remedy the breach. If Sponsor fails to cure remedy the breach within such period, the Agreement automatically shall terminate upon the expiration of the ten (10) day cure period. In such an event, Sponsor shall not later than thirty (30) days after receipt such termination, pay to USC any outstanding amounts remaining to be paid, including any Noncancellable Obligations incurred by USC through the date of notice termination. Sponsor’s payment under this Section 5.3 does not preclude USC from pursuing any other remedies under law or equity, which shall be in addition to the remedy specified in this Section 5.3. 5.4 In the event of the breach; termination or expiration of this Agreement: (i) Sponsor shall promptly return to USC all USC Confidential Information in Sponsor’s possession or control, (ii) USC shall promptly return to Sponsor all Sponsor Confidential Information in USC’s possession or control, (iii) Sponsor shall pay all costs accrued by USC through date of termination, including Noncancellable Obligations, and (iv) each party shall provide to the other party becomes insolventa written statement certifying that it has complied with the foregoing obligations. Upon termination of a SubscriptionAll rights, the following will apply: (a) All benefits and licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due granted to Sponsor under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. shall terminate upon termination. 5.5 The parties' rights provisions and obligations under this section and sections entitled "Financial Terms"of Sections 3, "Ownership"5, "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"7, and "General" 9-15 shall survive notwithstanding the expiration or termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party’s bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise stated hereinbecoming insolvent (such party hereinafter referred to as the "insolvent party"), this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until may be terminated by either party in accordance herewith or unless either party provides the other Party by giving written notice of nonrenewal termination to the other party at least 30 days prior insolvent Party, such termination immediately effective upon the giving of such notice of termination. C. Upon the occurrence of a breach or default as to any obligation hereunder by either Party and the end failure of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails breaching Party to cure the breach (within thirty (30) days after receipt of receiving written notice thereof from the non-breaching Party) such breach or default, this Agreement may be terminated by the non- breaching Party by giving written notice of termination to the breach; or (ii) breaching Party, such termination being immediately effective upon the other party becomes insolvent. Upon termination giving of a Subscription, such notice of termination. D. In the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund event this Agreement is terminated by either Party for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of material breach. We will give you reasonable notice three (3) months after the termination date at the same Transfer Price and a chance to cure under the breach before suspending your use same terms of payment. E. In the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation event of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.

Term Termination. Except as otherwise stated herein7.1 This Agreement will have an initial term that runs for 3 years from the Effective Date. Upon expiration of the initial term, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will automatically renew for successive twelve additional one-year terms, unless: (12i) month periods, starting either Party is in material breach of this Agreement or (ii) either Party provides the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides other with written notice of nonrenewal its intent not to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, renew at least thirty (30) days prior to the end of such Termthe initial or any renewal term. Unless otherwise indicated on an Order Form, you IHS may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if upon providing thirty (30) days prior written notice to Reseller. 7.2 At any time during the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may haveterm hereof, either party Party may terminate this Agreement or any Order Form immediately on notice if if: (ia) the other party materially breaches the Party commits a breach of any material term or condition of this Agreement or an Order Form and fails to does not cure the such breach within thirty (30) days after receipt of written notice of the breachthereof; or (iib) the other party becomes insolvent. Upon termination Party's assets are transferred to an assignee for the benefit of creditors, to a Subscriptionreceiver or to a trustee in bankruptcy, a proceeding is commenced by or against the following will apply: other Party for relief under bankruptcy or similar laws and such proceeding is not dismissed within sixty (a60) All licenses granteddays, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of or the applicable Software, whether modified other Party is adjudged bankrupt; or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachthe proposed enactment of a law, you will receive decree, or regulation by a prorated refund governmental unit within the Territory that would impair or restrict the right of either party to terminate or elect not to renew this Agreement. 7.3 Neither party shall be liable to the other Party for any fees paid in advance. We may suspend your use damages, indemnities, compensation, or any other payment of the Software and Premium Support as applicable without terminating this Agreement during any period kind merely by reason of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement. 7.4 Upon termination of this Agreement and/or an Order Formfor any reason, Reseller is liable for all the payments due under section 6 until the date of termination, irrespective of being invoiced by IHS or not pursuant to and in accordance with the terms of this Agreement, with respect to the order for the Products processed and related revenue accrued on or before the date of termination of this Agreement. 7.5 Upon termination of this Agreement for any reason, Reseller will cease to use and will promptly deliver to IHS at Reseller's expense all the Products in its possession and related records pertaining to resale of the Products.

Term Termination. Except as otherwise stated herein(a) Unless this Agreement is terminated in accordance with its terms, this Agreement will remain in effect until terminated. The shall automatically renew for a 1-year term for any Software starts on the Effective Date each anniversary of the Order Form and continues as indicated on 10-year anniversary of the Order Form date of this Agreement ("the “Term"”). Except as otherwise specified in . (b) Notwithstanding any other provision of this Agreement to the applicable Order Formcontrary, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless Term and until terminated by either party in accordance herewith or unless either party provides upon one hundred eighty (180) days’ prior written notice of nonrenewal to the other party Manager (the “Termination Notice”), the Company may, without cause, in connection with the expiration of the Term or termination pursuant to Section 17(c)(z), decline to renew this Agreement (any such nonrenewal, a “Termination Without Cause”), in each case, upon the affirmative vote of at least 30 two-thirds (2/3) of the Independent Directors that (1) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole or (2) the Base Management Fee and Incentive Fee payable to the Manager are not fair. In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the Term (the “Effective Termination Date”). The Company may terminate this Agreement for cause pursuant to Section 17(c) hereof even after a Termination Notice and, in such case, no Termination Fee shall be payable. If the reason for nonrenewal specified in the Company’s Termination Notice is that at least two-thirds (2/3) of the Independent Directors have determined that the Base Management Fee or the Incentive Fee payable to the Manager is unfair, the Company shall not have the foregoing nonrenewal right in the event the Manager agrees that it will continue to perform its duties hereunder during the automatic renewal Term that would commence upon the expiration of the then current Term at a fee that at least two-thirds (2/3) of Independent Directors determine to be fair; provided, however, the Manager shall have the right to renegotiate the Base Management Fee and/or the Incentive Fee, by delivering to the Company, not less than 120 days prior to the end pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Base Management Fee and/or the Incentive Fee. Thereupon, the Company and the Manager shall endeavor to negotiate the Base Management Fee and/or the Incentive Fee in good faith. Provided that the Company and the Manager agree to a revised Base Management Fee, Incentive Fee or other compensation structure within sixty (60) days following the Company’s receipt of the thenNotice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect |US-current Subscription TermDOCS\131332066.10|| on the terms stated herein, except that the Base Management Fee, the Incentive Fee or other compensation structure shall be the revised Base Management Fee, Incentive Fee or other compensation structure as then agreed upon by the Company and the Manager. We may increase pricing applicable The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Base Management Fee, Incentive Fee, or other compensation structure promptly upon reaching an agreement regarding same. In the renewal of any then-current Subscription Term by providing you with notice thereofevent that the Company and the Manager are unable to agree to a revised Base Management Fee, including by emailIncentive Fee, at least thirty or other compensation structure during such sixty (3060) days prior day period, this Agreement shall terminate on the Effective Termination Date and the Company shall be obligated to pay the end of such Term. Unless otherwise indicated on an Order Form, you Manager the Termination Fee upon the Effective Termination Date. (c) the Company may terminate this Agreement or any Order Form Agreement: (x) at any time and with immediate effect (and without cause. Howeverpayment of any Termination Fee) upon written notice delivered to the Manager, we will not provide refunds if one of the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if following events has occurred: (i) the other party Manager or any of its Affiliates materially breaches any provision of this Agreement and such breach shall continue for a period of 30 days after the Agreement earlier of (A) the Manager becoming aware of such breach, or an Order Form and fails (B) written notice specifying such breach being delivered to the Manager, provided that if the Manager is proceeding with all reasonable diligence to cure the breach and can reasonably be expected to complete such cure within thirty (30) days after receipt of notice of the breach; or ensuing 15 days, such 30 day period shall be extended to 45 days; (ii) the other party becomes insolvent. Upon termination Manager or any of its Affiliates engages in any act of fraud, misappropriation of funds, or embezzlement against the Company, any Subsidiary or otherwise; (iii) there is an event of any gross negligence on the part of the Manager or any of its Affiliates in the performance of the duties of the Manager under this Agreement; (iv) the Manager willfully defaults on any of its obligations under this Agreement; (v) there is a commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition, (vi) the Manager is convicted (including a plea of nolo contendere) of a Subscription, the following will apply: felony; or (avii) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all there is a dissolution of the Manager. (y) effective upon 30 days’ prior written notice of termination from the Company to the Manager, without payment of any Termination Fee, if an Anti-Corruption Event occurs; provided, however, that to the extent an Anti-Corruption Event is reasonably susceptible to being cured, this clause (y) shall only be applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you event that the Manager fails to take commercially reasonable notice and a chance steps to cure the breach before suspending your use of conditions that gave rise to such Anti-Corruption Event within 30 days. (z) effective upon written notice from the Software and Premium Support. Suspension will only be Company to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination Manager not less than 180 days prior to an anniversary of this Agreement and/or an Order Formand subject to Section 17(b), beginning after the 10-year anniversary.

Term Termination. Except This Agreement shall be effective as otherwise stated herein, this Agreement will of the date first written above and shall remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party. Either party in accordance herewith or unless either party provides may terminate this Agreement, effective sixty (60) days after sending written notice of nonrenewal to the other party at least 30 days prior to party. Notwithstanding the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may haveforegoing, either party may terminate this Agreement or any Order Form immediately on in 14 days upon written notice if (i) to the other party materially breaches in the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt event of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fullya material breach of this Agreement by the non-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all terminating party which has not been cured within fifteen (15) days of the applicable Software, whether modified terminating party's notice of said breach or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under the non-terminating party's inability to meet its debts as they come due, receivership or voluntary or involuntary bankruptcy or the institution of any unpaid invoices will become due and payable immediately; and (d) If we are in breachproceeding therefore, you will receive a prorated refund or any assignment for any fees paid in advance. We may suspend your use the benefit of the Software non-terminating party's creditors, or a determination by the terminating party, in its reasonable discretion, that the financial condition of non-terminating party has become impaired. Any such notice to JPMorgan Chase shall not be effective until actually received by JPMorgan Chase, and, then, not until JPMorgan Chase shall have a reasonable time to act thereon. Any such notice to Customer shall not be effective until actually received by Customer, and, then, not until Customer shall have a reasonable time to act thereon. In the event of termination by either party, disposition of Customer Images and Premium Support as applicable without terminating this Agreement during any period of material breach. We Data then stored in i-VAULT! will give you reasonable notice be agreed upon by Customer and a chance JPMorgan Chase, but will be limited to cure the breach before suspending your use one of the Software following alternatives: a. JPMorgan Chase will continue to store Customer Images and Premium SupportData and provide access thereto until completion of the remaining storage period originally agreed to by client. Suspension In this case, this agreement remains in effect until such time that all items have aged off of the Service. b. Upon written authorization by Customer, JPMorgan Chase will only be to delete all index information associated with the extent reasonably necessary until the breach is cured. The parties' rights Customer Images and obligations under this section Data and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation provide written confirmation of Liability", and "General" survive the termination completion of this Agreement and/or action back to Customer. c. Upon written authorization by Customer, unload Customer Images and Data from the Customer Archive and return them to Customer in the format originally given to JPMorgan Chase and on an Order Formagreed upon medium at an additional cost to Customer to be determined by JPMorgan Chase at time of termination, but not to exceed $85 per man-hour for required programming and execution.

Term Termination. Except as otherwise stated herein, this 12.1. This Agreement will remain in effect until terminatedcommence on the Installation Date. The term Licence will continue for any Software starts the Initial Term (as defined in clause 1.1 of these Master Terms) and, unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on Initial Term. Where the Order Form Initial Term was twelve ("Term")12) months, such renewal shall be for subsequent periods of twelve (12) months. Except Where the Initial Term was one (1) month, such renewal shall be for subsequent periods of one (1) month. Where the Initial Term was for a period other than the foregoing, all as otherwise specified in the applicable Order FormServices Agreement, subscription such renewal shall be for subsequent periods of the same duration as the Initial Term so stated, save that such will not include any period where the Supplier has granted the Customer a right to use the Software without payment. Each subsequent period beyond the Initial Term where such renewal occurs shall be known as a “Renewal Term” and the terms are of this Agreement will continue to apply to each such Renewal Term. The Customer will pay any Charges due to the Supplier in respect of each such Renewal Term in accordance with the Supplier’s invoice or revised Services Agreement. 12.2. Without affecting any other right or remedy available to the Supplier, the Supplier reserves the right to terminate the Agreement at any time without refunding the Charges paid by the Customer, if the Customer has failed to pay an invoice from Supplier by direct debit or otherwise in accordance with this Agreement and where such sum remains unpaid for twelve (12) months 14 days from the Effective Date ("Subscription Term") and upon your payment due date or where, in the Supplier’s reasonable opinion, the Customer’s system and/or the Equipment has ceased to be capable of renewal fees will renew running the Software successfully for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated any reason. 12.3. The Customer may terminate this Agreement by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving not less than thirty (30) days days’ prior written notice to take effect at the end expiry of the Initial Term or any Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such Termnotice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4. Unless otherwise indicated on an Order Form, you may Either party shall be entitled to terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds forthwith by notice in writing to the other if the Agreement or an Order Form other: 12.4.1. is terminated without cause. Without limiting other remedies, it may have, either party may terminate in material breach of this Agreement and either that breach is incapable of remedy, or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of the breach; or (ii) this Agreement; 12.4.2. the other party becomes insolventsuspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 12.4.3. Upon termination the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a Subscriptionscheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 12.4.6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 12.4.7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 12.4.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all whole or any part of the applicable Softwareother party's assets and such attachment or process is not discharged within 14 days; 12.4.9. any event occurs, whether modified or merged into proceeding is taken, with respect to the other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under party in any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for jurisdiction to which it is subject that has an effect equivalent or similar to any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating events mentioned in clause 12.4.2 to clause 12.4.8 (inclusive); or 12.4.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 12.4.11. (in the case of an individual) has been sequestrated, enters in to an individual voluntary arrangement or signs a trust deed for creditors; 12.5. Termination of the Licence, howsoever caused, shall not affect the rights of either party under this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cureddate of termination. 12.6. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the On termination of this Agreement and/or an Order Formthe Licence shall terminate and accordingly the Customer’s right to use the Licenced Materials will automatically cease and at the Supplier’s option, the Customer shall either be required to return all copies of them or, delete, destroy or otherwise make permanently unusable the Licenced Materials and certify to the Supplier in writing that this has been done within fourteen (14) days of the date of termination. 12.7. On expiry or earlier termination of this Agreement, the Customer’s right to use the Software will cease and the Customer will be given notice of the date that access to the Software will be removed without further warning, save that: 12.7.1. where the Customer used its own Azure Microsoft Account, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement; or 12.7.2. where the Customer used the Supplier’s Azure Microsoft Account, the Customer shall continue to be entitled to read only access to the Software and the Supplier shall, in accordance with clause 12.9, provide the Customer with one copy of the Software database, all of the Customer’s data and any other associated documentation which the Supplier determines; or 12.7.3. where the Customer used its own servers, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement. 12.8. Where the Customer has served notice to terminate this Agreement at the end of the Initial Term or Renewal Term, the Customer may request a copy of the Customer’s data to enable the Customer to carry out a trial migration. On request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one copy of the Customer’s database in SQL backup format, together with any other associated documentation which the Supplier determines. Subject to clause 12.9, if the Customer requests a second copy of this data, a fee will be charges for providing such data at the Supplier’s then current rates. 12.9. On termination of this Agreement or at any time within ninety (90) days from the date of termination of this Agreement, the Customer may request access to the Customer’s data. Notwithstanding clause 12.8, on request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one further copy of the Customer’s database, in SQL backup format, together with any other associated documentation which the Supplier determines. If the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates.

Term Termination. Except as otherwise stated herein, 15.1 The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termshall terminate two years later, unless and until earlier terminated by as provided in this Section 15 or otherwise rightfully terminated. Unless either party in accordance herewith or unless either party provides shall give the other written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty sixty (3060) days prior to the end expiration of such Term. Unless otherwise indicated on an Order Formthe then current term, you may this Agreement shall automatically renew for successive periods of one year each subject to the notice and termination rights herein contained. 15.2 Either party may, at its option, terminate this Agreement or any Order Form at any time without cause. Howeverand, we will not provide refunds the Licenses granted hereunder, if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i1) the other party materially breaches the Agreement or an Order Form and fails to cure make any payment to the breach within thirty non-breaching party hereunder when due, (30) days after receipt of notice of the breach; or (ii2) the other party fails to meet any of its other obligations under this Agreement, and such failure continues uncured ten (10) days following written notice thereof, (3) the other party declares bankruptcy or is adjudicated bankruptcy, or (4) a receiver or trustee shall be appointed for the other party or substantially all of its assets. 15.3 The obligations of OEM in Section 13 shall survive termination of this Agreement and shall remain in effect until the earlier of such time as the Confidential Information becomes insolventin the public domain or three (3) years after termination of this Agreement. Upon termination of a Subscriptionthis Agreement, OEM shall discontinue marketing and reproduction of the following will apply: (aProduct, provided, that unless the termination was by reason of default by OEM, OEM may fulfill orders received through the date of termination, subject to payment of the applicable Per Copy Royalty. Upon termination OEM shall promptly return and make no further use of property, materials and other items and all copies thereof belonging to MCAFEE relating to this Agreement. 15.4 This Agreement is executory in nature and so long as OEM has any continuing obligations hereunder, MCAFEE shall be entitled to protect the master reproduction diskettes of the Licensed Program(s) All licenses grantedby impounding in the event that OEM fails to promptly perform any obligation under this Agreement which would fully protect MCAFEE's proprietary rights. No trustee, except for fully-paidreceiver or debtor in possession may retain the Licensed Program(s) in any form or sell or License any Product(s), perpetual licenses, will terminate and you must stop using, de-install and permanently delete unless all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use provisions of 11 U.S.C Section 365 of the Software United States Bankruptcy Act have been complied with and Premium Support as applicable without terminating MCAFEE is adequately protected. 15.5 OEM understands and acknowledges that violation of OEM's obligations pursuant to this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software EXHIBIT "A" and Premium Support. Suspension will only EXHIBITS may cause MCAFEE irreparable harm and damage, which may not be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"recovered at law, and "General" survive the termination OEM agrees that MCAFEE's remedies for breach of this Agreement and/or an Order Formmay be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.

Term Termination. Except as otherwise stated herein12.1 This Supply Agreement will have a term (the “Initial Term”) which will run through December 31, 2019. Unless terminated earlier pursuant to this Section 12, this Supply Agreement will remain automatically renew for an additional period of two (2) years (the “Renewal Term” and, together with the Initial Term, the “Term”). Any additional renewals beyond the Term shall be based upon the mutual agreement of the Parties. Within [ * ] days of the expiration of the Initial Term, Cerus and Porex will discuss the pricing terms for the Renewal Term. If Cerus and Porex agree on new pricing within such period, such pricing will become effective as of [ * ]. The Parties hereto agree that in no event shall the price increase for any Product produced hereunder exceed [ * ]. If Cerus and Porex are unable to agree within such [ * ] days after having negotiated in good faith and adhering to the limit on pricing increases set forth in the preceding sentence, then this Supply Agreement will, at Cerus’ option either (i) terminate at the expiration of the Initial Term or (ii) renew with a [ * ] increase to the pricing in effect until terminated. The term for any Software starts on the Effective Date as of the Order Form and continues expiration of the Initial Term, which pricing shall be effective as indicated on the Order Form ("Term"). Except as otherwise specified of [ * ]. 12.2 Cerus may terminate this Supply Agreement in the applicable Order Form, subscription terms are for its sole discretion at any time by giving Porex at least twelve (12) months from months’ prior written notice of its intent to terminate this Supply Agreement. 12.3 In the Effective Date event that Cerus’ aggregate billable units fall below [ * ] units in any calendar year during the Term ("Subscription Term") and upon your payment of renewal fees will renew for successive unless such shortfall is due to regulatory or compliance issues or facility-driven production downtime), Porex may terminate this Supply Agreement in its sole discretion by giving Cerus at least twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides months’ prior written notice of nonrenewal its intent to terminate this Supply Agreement. 12.4 If a Party materially breaches this Supply Agreement and such breach remains uncured for a period of ninety (90) days after written notice containing details of the breach is delivered to the other party at least 30 days prior breaching Party, then the non-breaching Party may terminate this Supply Agreement as to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term breaching Party by providing you with further notice thereof, including by email, at least delivered no later than thirty (30) days prior to after the end expiration of such Term. Unless otherwise indicated on an Order Form, you the initial ninety (90) day cure period. 12.5 Each Party may terminate this Supply Agreement or any Order Form at any time without cause. However, we will not provide refunds if effective immediately with written notice in the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) event the other party materially breaches Party (“Insolvent Party”) files for bankruptcy, is adjudicated bankrupt, takes advantage of applicable insolvency laws, makes an assignment for the Agreement benefit of creditors, is dissolved or an Order Form and fails to cure has a receiver appointed for its property (which in the breach case of a receiver is not removed within thirty (30) days after receipt notice to the Insolvent Party). Such termination is only 12.6 The provisions of notice Sections 2.3, 2.4, 4, 5 and 7 through 11 of this Supply Agreement shall survive termination of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Supply Agreement and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are remain in breach, you will receive a prorated refund for any fees paid effect in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formaccordance with their terms.

Term Termination. Except as otherwise stated hereinA. Landlord hereby leases the Leased Premises to Tenant, this Agreement will remain in effect until terminated. The term and Tenant hereby leases the same from Landlord, for any Software starts an “Initial Term” beginning on the Effective Date of the Order Form Date, and continues as indicated ending on the Order Form tenth ("Term"). Except as otherwise specified 10th) anniversary thereafter.; provided, however, that notwithstanding the foregoing, the Term shall not commence unless and until (i) the APA, EPA, and MSA have executed, delivered and closed by the parties thereto, (ii) Landlord has delivered evidence to Tenant that the Unlimited Continuing Guaranty, dated October 1, 2020, made in favor of U.S. Bank National Association by the applicable Order FormPractice in connection with Landlord’s Term Loan Agreement, subscription terms are for twelve dated October 1, 2020, by and between Taylyn Holdings, LLC and U.S. Bank National Association (12) months from the Effective Date ("Subscription Term"“Bank”) and upon your payment each ancillary agreement thereto (collectively, the “Loan Agreement”), has been terminated in all respects, and (iii) Landlord has delivered evidence to Tenant that any liens that may have been filed on Practice or Lab in favor of renewal fees will Bank in connection with the Loan Agreement have been terminated by Bank or its authorized agent. B. This Lease shall automatically renew for successive twelve after the Initial Term in five (125) month periodsyear terms thereafter (each, starting a “Renewal Term”), unless either party gives written notice to the day following other party not less than one (1) year prior to the expiration of the previous Subscription Initial Term, unless or the Renewal Term, of that party’s election to not renew the Lease. The Renewal Term shall be at the rental set forth below and until otherwise upon the same covenants, conditions and provisions as provided in this Lease. The Initial Term and any Renewal Term (as hereinafter defined, if any), shall be deemed the “Term” hereunder. C. This Lease will terminate automatically upon the termination of the MSA for any reason. This Lease may be terminated by mutual written agreement of the Parties, by either party Party immediately upon the filing of a petition in accordance herewith bankruptcy or unless either party provides written notice the insolvency of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term Party, or by providing you with notice thereofeither Party, including by email, at least upon thirty (30) days prior to the end advance written notice of such Term. Unless otherwise indicated on an Order Form, you may terminate a breach of any material provision of this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) Lease by the other party materially breaches the Agreement or an Order Form and fails to cure the breach Party which is not cured within thirty (30) days after receipt written notice is given, provided that such breach continues for a period of thirty (30) days after written notice of is given by the breach; or (ii) non-breaching Party to the other party becomes insolventParty. Upon In the event of termination or expiration of a Subscriptionthis Lease, Tenant shall pay all Rent owing to Landlord up through and including the date of termination or expiration of this Lease. D. Landlord may terminate this Lease after the Initial Term by providing written notice (the “Termination Notice”) to the Tenant at least twelve (12) months before the effective termination date (the date of termination in the Termination Notice, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) “Termination Date”). If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating Landlord terminates this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations Lease under this section and sections entitled "Financial Terms"paragraph, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive then Tenant shall have the termination of this Agreement and/or an Order Formoption under Section 25 below.

Term Termination. Except A. The Term will be 5 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure of EMERGE achieving less than 50% achievement of the minimum sales as in III B.7. for two (2) consecutive years, 2. Insolvency, or the filing for protection under either Parties’ bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise stated hereinbecoming insolvent (such party hereinafter referred to as the "insolvent party"), this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until may be terminated by either party in accordance herewith or unless either party provides the other Party by giving written notice of nonrenewal termination to the other party at least 30 days prior insolvent Party, such termination immediately effective upon the giving of such notice of termination. C. Upon the occurrence of a breach or default as to any obligation hereunder by either Party and the end failure of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails breaching Party to cure the breach (within thirty (30) days after receipt of receiving written notice thereof from the non-breaching Party) such breach or default, this Agreement may be terminated by the non- breaching Party by giving written notice of termination to the breach; or (ii) breaching Party, such termination being immediately effective upon the other party becomes insolvent. Upon termination giving of a Subscription, such notice of termination. D. In the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund event this Agreement is terminated by either Party for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Ampligen available to EMERGE for a period of material breach. We will give you reasonable notice six (6) months after the termination date at the same Transfer Price and a chance to cure under the breach before suspending your use same terms of payment. E. In the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation event of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement, EMERGE will have the right to complete all contracts for the sale or disposition of Ampligen under which EMERGE is obligated on the date of termination, provided EMERGE pays the associated Transfer Price and provided all such sales or dispositions are completed within six (6) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the EMERGE all remaining stock of Ampligen that is of merchantable quality at the same price as was paid by EMERGE.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts commence on the Effective Date date You create a Service account via the MoPub UI and agree to the terms of the Order Form this Agreement, and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and continue until terminated by either party as provided in accordance herewith this Agreement (“Term”). You may terminate this Agreement, with or unless either party provides without cause, at any time by sending written (via email) notice of nonrenewal to the other party at least 30 address and contact set forth in Section 15(c) below; provided that such termination will become effective upon the earlier of 10 business days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end after MoPub’s receipt of such Termnotice or the date upon which, after receiving such notice, MoPub suspends Your ability to access or use the Service or terminates Your Account. Unless otherwise indicated on an Order Form, you MoPub may terminate this Agreement or any Order Form Account, with or without cause, in MoPub’s sole discretion, at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventtime. Upon termination of a Subscriptionthis Agreement, the following will apply: (a) All any licenses grantedgranted to You in this Agreement will automatically terminate, except for fully-paid, perpetual licenses, will terminate and you You must stop using, de-install and permanently delete immediately cease all use of any of the applicable SoftwareServices, whether modified as well as any MoPub Code, and destroy or merged into other materials and/or Applications; erase all copies, full or partial, of any MoPub Code or Protocol in Your possession or control. Further, upon expiration or termination, if You are a Marketplace customer and if Your account balance is less than US$50 (b) all updates the “Termination Threshold”), such earned balance below the Termination Threshold will not be paid and upgrades cease; (c) All amounts due under will automatically be forfeited and MoPub will own any unpaid invoices such amounts. If Your earned balance at the time of expiration or termination is greater than the Termination Threshold, MoPub will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use remit the amount earned within approximately 90 days of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use end of the Software month of expiration or termination to You. MoPub will attempt to pay You for undisputed amounts earned and Premium Support. Suspension unpaid, however, if MoPub is unable to remit payment to You due to You or circumstances beyond MoPub’s control, You will only be to the extent reasonably necessary until the breach is cured. The parties' rights automatically forfeit all such amounts and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormMoPub will own any such amounts.

Term Termination. Except as otherwise stated herein, this 12.1 This Agreement will remain in effect until terminatedcommence on the Commencement Date. The term License will continue for any Software starts the Initial Term and unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on the Order Form Initial Term for subsequent periods of one ("Term"). Except 1) year or as otherwise specified in the applicable Order Form, subscription terms are Schedule or invoice (“Renewal Term”) provided that You have not breached this Agreement. You will pay any Charges due to Us in respect of such Renewal Term in accordance with Our invoice and sub-clause 12.3 below. The Services will continue for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting period set out in the day following the expiration of the previous Subscription Term, unless and Schedule or until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you written notice. 12.2 We may terminate this Agreement (or at Our discretion, the supply to You of any Software Licenses, Support, or any Order Form at Services) (a) immediately if You fail to pay any time without cause. However, we will sum due to Us under this Agreement and such sum remains unpaid for fourteen (14) days after notice has been given to You that such sum has not provide refunds if the Agreement been paid or an Order Form is terminated without cause. Without limiting other remedies, it (b) on sixty (60) days prior written notice provided that We refund to You pro rata any monies paid by You in advance. 12.3 You may have, either party may only terminate this Agreement by giving not less than ninety (90) days’ prior written notice to take affect at the expiry of the Initial Period or any Order Form immediately Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such notice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4 Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if (i) the other: 12.4.1 is in material breach of this Agreement and either that breach is incapable of remedy, or the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement; 12.4.2 becomes the subject of a voluntary arrangement under section 1 of the breach; Insolvency Xxx 0000, or (ii) is unable to pay its debts within the other party becomes insolvent. Upon termination meaning of Section 123 of the Insolvency Xxx 0000, or notice has been received of a Subscriptionpending appointment of or the appointment of a receiver, the following will apply: (a) All licenses grantedmanager, except administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for fullyits winding-paidup, perpetual licensesor has a petition presented to any court for its winding-up or for an administration order, will terminate and you must stop using, de-install and permanently delete all or has ceased or threatened to cease to trade. 12.5 Termination of the applicable SoftwareLicense, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due however caused, shall not affect the rights of either party under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation date of Liability", and "General" survive the termination. 12.6 On termination of this Agreement and/or an Order Formhowever caused the License shall terminate and accordingly Your right to use the Licensed Materials will automatically cease and at Our option, You shall either return all copies of them or, delete, destroy or otherwise make permanently unusable the Licensed Materials and certify to Us in writing that this has been done within fourteen (14) days of the date of termination. 12.7 On expiry of the Term of the License, or in the event that You choose not to pay for the Support or renew the Support, then Your right to use the Software to create new data will cease. In such circumstances, depending on the Software licensed to You, on expiry of the Release Codes and any permitted grace period within which You may renew the License, Your access to the Software may be denied or restricted and will convert to read-only permitting limited access to data or files created using the Software, prior to the expiry of the License Codes.

Term Termination. Except as otherwise stated herein(a) This Lease and the parties' respective rights, this Agreement will remain in effect until terminatedobligations and liabilities hereunder shall be effective from "the commencement date". The term for any Software starts Lessor shall deliver free and vacant possession of the Demised Premises to the Lessee on the Effective Date date of execution of this lease deed and the Lessee shall take possession subject to the Lessor providing "Provisional Occupancy Certificate" of the Order Form South and continues as indicated Central Wing of the building premises comprising of the third Floor to be issued by the Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before March 1st 2004. In the Order Form event, the Lessor is unable to provide the Occupancy Certificate on or before 15th March 2004, the Lessee shall have the right to suspend the payment of the Rent until the production of the Provisional Occupancy Certificate. (b) The term of this Lease shall be initially for a period of 12 1/2 (twelve and a half) months commencing from the Commencement Date and ending at 11:59 p.m. on 15th March 2005 (the "TermExpiration Date"). Except The Parties shall mutually agree to renew the lease for further period(s) on the same terms and conditions as otherwise specified mentioned herein subject to an increase in lease rent as mentioned in Section 4 below. (c) In case, the applicable Order Form, subscription terms are Lessee intends to renew the lease for twelve (12) months from further period's after the Effective Expiration Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated this Lease; it shall do so by either party in accordance herewith or unless either party provides issuing a written notice of nonrenewal such intention to the other party Lessor at least 30 days 3 (three) months prior to the expiry of this Lease. (d) In the event the parties are not desirous of seeking extension of the Lease beyond the initial lease term then the Lessee shall hand over the possession of the Demised Premises in good condition subject to normal wear and tear. The Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of the Lessor and shall not get transferred, at any time or at the end of the then-current Subscription Term. We may increase pricing applicable term of this Lease, to the renewal of any then-current Subscription Term by providing you with notice thereofLessee. (e) Notwithstanding anything contained herein, including by email, at least thirty (30) days prior to in the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may haveevent, either party may terminate commits any breach or fails to observe or perform any of the covenants, terms and conditions under this Agreement Deed or any Order Form immediately on notice if (i) exhibits forming part of this Deed, the aggrieved party shall have the option to forthwith terminate the Lease. This would be without /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx prejudice to the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice legal rights of the aggrieved party in respect of such breach by the party committing such breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except (a) This Agreement and the Executive's employment hereunder may be terminated as otherwise stated hereinfollows: (i) immediately, this Agreement will remain in effect until terminated. The term for without any Software starts on notice by or to either party hereto, upon the Effective Date death of the Order Form and continues as indicated on Executive; (ii) immediately, by the Order Form ("Term"). Except as otherwise specified in Company for the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration Disability of the previous Subscription Term, unless and until terminated Executive upon delivery by either party in accordance herewith or unless either party provides written notice of nonrenewal the Company to the other party at least 30 Executive of a Notice of Termination; (iii) immediately by the Company for Cause which cause has not been cured within ninety (90) days prior (except in such instance where the Cause cannot reasonably be cured) upon delivery by the Company to the end Executive of the then-current Subscription Term. We may increase pricing applicable to the renewal a Notice of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty Termination; (30iv) upon ninety (90) days prior written notice by the Company other than for Cause upon delivery by the Company to the end Executive of such a Notice of Termination; or (v) upon ninety (90) days prior written notice by the Executive upon delivery by the Executive to the Company of a Notice of Termination. (b) If the Executive's employment with the Company shall be terminated during the Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if : (i) by reason of the other party materially breaches Executive's death, the Agreement Company shall pay to the Executive's estate or an Order Form and fails to cure the breach legal representative within thirty (30) days after receipt of notice of the breach; or Termination Date, a lump sum cash payment equal to the Executive's Accrued Compensation, and any outstanding Employment Options granted to the Executive under the Stock Option Plan, to the extent (and only to that extent) that such Employment Options would have been exercisable by Executive on the Termination Date, shall be exercisable by the Executive's legal representative. Such options must be exercised by Executive's legal representative, if at all, within thirty (30) days after the Termination Date, provided, however, that no option shall be exercisable after its expiration; (ii) by the other party becomes insolvent. Upon termination of a SubscriptionCompany for Disability, the Company shall pay to the Executive or Executive's legal representative within thirty (30) days after the Termination Date, a lump sum cash payment equal to the Executive's Accrued Compensation, and any outstanding Employment Options granted to the Executive under the Stock Option Plan, to the extent (and only to the extent) that such Employment Options would have been exercisable by Executive on the Termination Date, shall be exercisable by the Executive or Executive's legal representative. Such options must be exercised by Executive or his legal representative, if at all, within thirty (30) days after the Termination Date, provided, however, that no option shall be exercisable after its expiration; (iii) by the Company for Cause, the Company shall pay to the Executive within thirty (30) days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. All unvested Employment Options, or any other options or similar rights whatsoever, shall be immediately forfeited by Executive upon termination by the Company for Cause; (iv) by the Company other than for Cause, the Company shall pay to the Executive within thirty (30) days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation plus one month's Base Salary (not to exceed six months) for each two months worked. All unvested Employment Options, or any other options or similar rights whatsoever, shall be forfeited by Executive upon termination by the Company other than for Cause. Notwithstanding the foregoing, all such vested Employment Options shall be exercisable for a period of thirty (30) days following will apply: the Termination Date, after which they shall lapse and be void if not exercised; provided, however, that no option shall be exercisable after its expiration. (av) All licenses grantedin the event the Executive resigns from his employment with the Company pursuant to Section 6(b)(v) hereof, except then the Company shall pay to the Executive within thirty (30) days after the Termination date a lump sum cash payment equal to the Executive's Accrued Compensation and all unvested Employment Options, or any other options or similar rights whatsoever, shall be forfeited by Executive upon his resignation. Notwithstanding the foregoing, all such vested Employment Options shall be exercisable for fully-paida period of thirty (30) days following the Termination Date, perpetual licensesafter which they shall lapse and be void if not exercised; provided, will terminate and you must stop usinghowever, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and that no options shall be exercisable after its expiration date. (d) If we are The pay and benefits provided for in breachthis Section 6 shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, you will receive a prorated refund for program, practice or arrangement. The Executive's entitlement to any fees other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs, policies and practices then in effect. (e) The benefits paid in advance. We may suspend your use of or provided herein shall be the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be benefits paid to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormExecutive or his estate.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. a. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except ) of this Agreement shall begin as otherwise specified in of the applicable Order Form, subscription terms are date hereof and shall continue for twelve (12) months from an initial period expiring on the Effective Date ("Subscription Term") and upon your payment date of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription initial term of the Translucent Agreement in October, 2004, provided, however, that GMR shall have the option to renew, and LLT grants GMR the exclusive right to renew, this Agreement for an additional two (2) year period if the "total sales" attributable to Ticket Advertising sold or committed to advertisers within the Territory is at least ____________ during the initial Term of this Agreement. For purposes of this Agreement, "total sales" shall mean the net sales attributable to Ticket Advertising sold or committed to during the applicable period without deduction for any agreed manufacturing costs applicable to such Ticket Advertising. Notwithstanding the Term, unless and until terminated this Agreement is subject to earlier termination as described in this Section 4. b. Either party shall have the right to terminate this Agreement in the event of a material default by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least this Agreement upon thirty (30) days prior written notice to the end defaulting party stating with specificity the alleged default. During such 30-day period, the defaulting party shall have an opportunity to cure any such default or present to the non-defaulting party a plan acceptable to the non-defaulting party for cure of such Termany default which cannot reasonably be cured within the 30-day period. Unless otherwise indicated on Failure to cure the alleged default within the 30-day period or to comply with the plan for cure may result in immediate termination of this Agreement at the non-defaulting party's discretion. c. This Agreement may be terminated immediately upon notice to the other party, if GMR or LLT is prohibited by law, regulation or order from engaging in or utilizing the services or activities described or referred to in this Agreement. d. This Agreement may be terminated by GMR or LLT, if lawful, if the other party makes a general assignment for the benefit of creditors, shall have been adjudicated bankrupt, shall have filed voluntary petition for bankruptcy or for reorganization, or effectuated a plan or other similar arrangement with creditors, shall have filed an Order Formanswer to a creditor's petition, you or if a petition is filed against it for an adjudication in bankruptcy or reorganization, or if the other party shall have applied for or permitted the employment of a receiver or trustee or custodian for any of its property or assets. e. This Agreement shall terminate automatically, without notice, in the event of any material default by LLT of the terms of the Translucent Agreement or in the event of termination of the Translucent Agreement for any reason. f. GMR shall have the right to terminate this Agreement, in its sole discretion, for any reason upon sixty (60) days prior notice. g. GMR may terminate this Agreement or any Order Form at any time without cause. HoweverAgreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesin its reasonable discretion, it may haveapplying reasonable business standards, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within upon thirty (30) days after receipt notice if GMR determines that LLT is unlikely to be able to fulfill its obligations hereunder, under the Translucent Agreement or under any subsequent agreement between GMR and LLT for the manufacture, supply or delivery of notice tickets required for any order for Ticket Advertising or if GMR otherwise determines that the financial standing or credit of LLT has been impaired or is, in GMR's opinion, unsatisfactory. for any reason. h. Upon termination pursuant to the breach; or terms hereof, (i) the rights granted hereunder shall, except as otherwise set forth in this Agreement, revert to LLT, (ii) each party shall return all materials and property in its possession or under its control belonging to the other party becomes insolventparty, and (iii) GMR shall, except as otherwise set forth in this Agreement, refrain from further efforts to promote or sell Ticket Advertising. Upon Notwithstanding the foregoing, in the event this Agreement is terminated by GMR due to (i) the default of LLT pursuant to Section 4 (b), above, (ii) a default by LLT of the terms of the Translucent Agreement, (iii) termination of a Subscription, the following will apply: Translucent Agreement for any reason (a) All licenses granted, except for fullyother than non-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all renewal of the applicable Softwareterm of Translucent Agreement due to non-achievement of required sales targets specified in Section 7(a) thereof), whether modified or merged into other materials and/or Applications; (biv) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period provisions of material breach. We will give you reasonable notice and a chance Section 4 (g), above, GMR shall have the right to cure assume all rights of LLT under the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination Translucent Agreement. i. Termination of this Agreement and/or an Order Formfor any reason shall not relieve either party of their respective obligations to any advertisers for Ticket Advertising accrued prior to termination under any Advertising Agreement or otherwise, or relieve either party of their obligation to pay the other any amounts due, including, without limitation, commissions for Ticket Advertising sold, that accrue under this Agreement, or any other agreement between the parties, prior to the effective date of termination.

Term Termination. Except as otherwise stated herein, Xxxxxxx employment under this Agreement will remain in effect until terminatedshall be for one (1) year, beginning on October 01, 2007. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until This Agreement may be terminated by either party in accordance herewith or unless either party provides Pro-Pharmaceuticals upon 30 days written notice of nonrenewal to the other party at least and by Xxxxxxx upon 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventwritten notice. Upon termination of a Subscriptionthis Agreement, payments under this paragraph shall cease, provided, however, that Xxxxxxx shall be entitled to deferred payments for the contract (maximum three months salary) and performance bonuses that occurred during employment and for which Xxxxxxx has not yet been paid, unless Xxxxxxx is in violation of this Agreement. The compensation paid under this Agreement shall be Xxxxxxx’x exclusive remedy. The Employee acknowledges and agrees that his employment by the Company is on an “at will” basis, meaning that either the Company or the Employee may terminate the employment at any time, without or without cause. In the event the employment of the Employee is terminated by the Company “without cause” the Employee shall be entitled to severance as follows: (i) if termination occurs within six (6) months after the Effective Date, the following will apply: (a) All licenses grantedEmployee shall be paid Base Salary for one month; provided however, except for fully-paid, perpetual licenses, will that the Company may terminate and you must stop using, de-install and permanently delete all the employment of the applicable SoftwareEmployee within sixty (60) days after the Effective Date, whether modified with or merged into other materials and/or Applications; without cause, and shall not be obligated to pay severance if termination occurs during such 60-day period; (bii) all updates if termination occurs more than six (6) months after the Effective Date and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use before the first anniversary of the Software and Premium Support as applicable without terminating this Agreement Effective Date, the Employee shall be paid Base Salary for three (3) months; (iii) the Employee shall be reimbursed for all expenses pursuant to Section 6 incurred through the date of employment termination; (vi) the Employee shall continue to have during any such post-employment period two (2) months of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be benefits, to the extent reasonably necessary until permitted by law, to which he was entitled pursuant to Section 5 hereof while he was employed by the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormCompany.

Term Termination. Except as otherwise stated herein, this 11.1 This Master Agreement will remain shall continue in effect until terminated. unless otherwise terminated in accordance with this section. 11.2 The initial term for any Software starts on the Effective Date of the Order Form and continues each subscription and/or Assurance shall be as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order FormSchedule. NOTWITHSTANDING ANYTHING TO THE CONTRARY, subscription terms are for twelve WITH RESPECT TO ANY CONNECTWISE OFFERINGS, CONNECTWISE RESERVES THE RIGHT TO INCREASE PRICES UP TO THREE PERCENT (123%) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees ONCE PER EVERY TWELVE MONTHS DURING THE INITIAL TERM. Subscriptions and/or Assurance will automatically renew for successive twelve additional periods equal to the expiring subscription term or one year (12) month periodswhichever is shorter), starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written gives the other notice of nonrenewal to the other party non-renewal at least 30 days prior to before the end of the thenrelevant term. The per-current Subscription Term. We may unit pricing during any renewal term will increase pricing applicable to the then current list price. Except as expressly provided in the applicable Schedule, renewal of any then-current Subscription Term by providing you with notice thereof, including by email, promotional pricing will be at least thirty (30) days prior ConnectWise’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the end contrary, any renewal in which the volume for any ConnectWise Offering has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. 11.3 This Master Agreement and/or applicable Addendum(s) and/or the applicable Schedule may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if a claimed breach: (i) the other party materially breaches non-breaching Party notifies the Agreement or an Order Form breaching Party in writing of such breach; and (ii) the breaching Party fails to either cure the such breach within thirty (30) days after (or such other period as mutually agreed by the Parties) from receipt of notice of the breachsuch notice; or (iib) upon insolvency of the other party becomes insolventParty, if permitted by law. 11.4 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of this Master Agreement or the Agreement. Upon Excepting for termination based on ConnectWise’s uncured material breach, all fees are non-cancellable and non-refundable unless a pro-rated refund applies as provided in the applicable Addendum. In the event of a Subscriptiontermination by ConnectWise for an uncured material breach by Client, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will fees shall immediately become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formpayable.

Term Termination. Except as otherwise stated herein, this Agreement The commercial supply agreement for each Product will remain in effect until terminated. The have an initial term for any Software starts on that ends [***] years from the Effective Date date of Alnylam’s first commercial sale of such Product (the Order Form and continues as indicated on the Order Form ("“Term"”). Except as otherwise specified in After the applicable Order Forminitial Term, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees commercial supply agreement will renew for successive twelve (12) month periods, starting a period mutually agreed by the day following parties. Either Party may terminate the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party commercial supply agreement at least 30 days prior to the end of the then-current Subscription Terminitial Term or during the renewal term provided, however, that Alnylam has given [***] months and Agilent has given at least [***] months, as the case may be, prior written notice of such termination. We may increase pricing applicable CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. In addition to the renewal of foregoing termination right, Alnylam shall have the right without penalty to terminate the commercial supply agreement and/or any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if SOW (i) the other party materially breaches the Agreement or an Order Form and immediately if Agilent fails to cure obtain or maintain any material governmental licenses or approvals required in connection with the breach within thirty (30) days after receipt of notice Manufacture of the breachProduct or receives a notice from a regulatory agency (including, without limitation, a warning letter from the FDA) that imposes a material restriction on the use or regulatory approval of any Product Manufactured within the facility; or (ii) the upon [***] months’ [***]. Any definitive commercial supply agreement shall also contain other party becomes insolventcustomary terms and conditions. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advanceCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Term Termination. Except as Unless otherwise stated hereinmutually agreed in writing by Wrap or the Nxxxxx Parties, the term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue until the date (the “Termination Date”) that is the earliest of (a) the tenth day (the “Final Replacement Date”) following the adjournment of the Order Form first applicable annual meeting of Wrap’s stockholders, which follows the 2021 Annual Meeting, at which the New Directors (or any Replacement) were not successfully re-elected at such meeting and continues as indicated on no subsequent Replacements were appointed by the Order Form Board by the Final Replacement Date, ("Term"). Except as otherwise specified in b) the applicable Order Form, subscription terms are New Directors (or any Replacement) fail to be re-nominated for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal election to the other party Board at least 30 days prior any annual or special meeting of Wrap’s stockholders (including any adjournment postponement, rescheduling or continuation thereof) at which such New Directors (or such Replacement) are up for election, and (c) the consummation of an Extraordinary Transaction. Notwithstanding anything to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereofcontrary herein, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Nxxxxx Parties may earlier terminate this Agreement or an Order Form and fails to cure the if Wrap commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within thirty fifteen (3015) days after receipt of notice of by Wrap from a Nxxxxx Party specifying the material breach; or , or, if impossible to cure within fifteen (15) days, that Wrap has not taken any substantive action to cure within such fifteen (15)-day period, and (ii) Wrap may earlier terminate this Agreement if any of the other party becomes insolventNxxxxx Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Nxxxxx Party from Wrap specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Nxxxxx Party has not taken any substantive action to cure within such fifteen (15)-day period. Upon termination Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement prior to such termination. The Parties agree that if the Board does not comply with the provisions of Section 2(a)(ii) hereof by the Appointment Date and such non-compliance is not directly the result of a Subscriptionbreach by the Nxxxxx Parties of their obligations under this Agreement, then (x) such non-compliance shall constitute a material breach of Wrap’s obligations hereunder and that the following will apply: cure period set forth in clause (ai) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediatelyabove shall not apply to such material breach; and (dy) If we are if the Nxxxxx Parties exercise their termination right upon such non-compliance, Wrap agrees that (A) so long as the Nxxxxx Group provides a notice in breachthe same form as the Nomination Notice (the “Subsequent Nomination Notice”) within 10 days after such termination, you such notice will receive be deemed timely with respect to nominations and proposals for consideration at the 2021 Annual Meeting and (y) the Company shall not include in the Proxy Statement any statement that would permit a prorated refund for any fees paid proxy to confer discretionary authority with respect to the matters set forth in advance. We may suspend your use such Subsequent Nomination Notice (or if the Proxy Statement has been issued at the date of such Subsequent Nomination Notice, Wrap shall amend the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be Proxy Statement to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formto remove any such statement).

Term Termination. Except as otherwise stated herein(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement will remain shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive’s employment may be terminated at any time as provided in effect until terminatedthis Section 6. The term for For purposes of this Section 6, “Termination Date” shall mean the date on which any Software starts on notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the Effective Date effective date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified termination referenced in the applicable Order Formnotice. (b) The Company may terminate Executive’s employment without Cause (as defined below) upon giving 30 days’ advance written notice to Executive. If Executive’s employment is terminated without Cause under this Section 6(b), subscription terms are for the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive’s Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months from the Effective following such Termination Date ("Subscription Term"the “Severance Period”) an amount equal to the sum of her (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration programs of the previous Subscription TermCompany, unless and until terminated by either party which shall be paid or treated in accordance herewith or unless either party provides with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. (c) The Company may terminate Executive’s employment upon a determination by the Company that “Cause” exists for Executive’s termination and the Company serves written notice of nonrenewal such termination upon Executive. As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds: (i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; (ii) intentional engagement in activities or conduct clearly injurious to the other party at least 30 days prior best interests or reputation of the Company which in fact result in material and substantial injury to the end Company; (iii) refusal to perform her assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate her employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure; (iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the directive does not give the Executive Good Reason to terminate her employment as described in Section 6(e)); (v) the clear violation of any of the then-current Subscription Term. We may increase pricing applicable to the renewal material terms and conditions of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any written agreement or agreements Executive may from time without cause. Howeverto time have with the Company (following 30 days’ written notice from the Company specifying the violation and Executive’s failure to cure such violation within such 30 day period); (vi) Executive’s substantial dependence, we will not provide refunds if as determined by the Agreement or an Order Form is terminated without cause. Without limiting other remediesBoard of Directors of the Company, it may have, either party may terminate this Agreement on alcohol or any Order Form immediately on notice if narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing her duties hereunder; or (ivii) the other party materially breaches the Agreement or an Order Form final and fails to cure the breach within thirty (30) days after receipt unappealable conviction of notice of the breach; or (ii) the other party becomes insolvent. Upon termination Executive of a Subscriptioncrime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with her employment by the following will apply: (a) All licenses grantedCompany, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of which causes the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive Company a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsubstantial detriment.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall end on September 15, 2010 (the “Initial Term”) and at end of the Order Form Initial Term hereof and continues as indicated each subsequent year thereafter, shall be deemed to be extended automatically for an additional one-year term on the Order Form same terms and conditions unless either the Company or You give contrary written notice to the other party no less than sixty days prior to the date on which this Agreement would otherwise be extended ("Term"the “Employment Period”); provided that (i) the Employment Period shall terminate immediately upon Your resignation (with or without a Change in Circumstance), death or Total Disability, and (ii) the Employment Period may be terminated by the Company at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period shall be effective as specified in a written notice from the applicable Order FormCompany to You. Solely for purposes of determining Your right to compensation under Section 4(b) below, subscription terms are You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless You have a “separation from service” within the meaning of Code Section 409A (as defined below). (b) If the Employment Period is terminated by the Company, other than as a result of (i) a termination by the Company for Cause, (ii) Your resignation without a Change in Circumstance, (iii) Your Death or (iv) Your Total Disability: (1) You shall continue to be paid the Base Salary for a period of twelve (12) months from following the Effective Date effective date of the termination of Your employment ("Subscription Term"the “Severance Period”), with the payments being made on a bi-weekly basis on the first and fifteenth day of each month and commencing as provided in Section 4(b)(5); (2) You shall receive a pro-rata percentage (based on the actual number of days worked during the applicable period) of all Bonus Payments which You would have otherwise received but for the termination of the Employment Period at the time You otherwise would have received such Bonus Payments but for Your termination; and (3) the health, medical, life, and group life insurance coverage afforded to You (and Your eligible family members and dependents) by the Company or reimbursed by the Company, as set forth in Section 3(c) and upon your (f), shall be continued for the Severance Period; provided, however, that to the extent any such benefits or payments are not exempt from Code Section 409A or the Company is not able to provide such benefits or payments in a manner to comply with Code Section 409A, the Company will make a lump sum payment to You to cover the cost of renewal fees will renew for successive twelve (12) month periods, starting these remaining benefits and payments over the Severance Period no later than the 15th day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to third month following the end of the then-current Subscription Term. We may increase pricing applicable calendar year during which Your employment is terminated. (4) You shall be entitled to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds foregoing severance payments and benefits if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches the Agreement or an Order Form Company a General Release similar in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the General Release has become effective, in each case within 60 days of Your termination of employment, and only for so long as You have not revoked or breached the provisions of the General Release or breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled any other party becomes insolventsalary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans and in this Agreement. (5) The payments described in this Section 4(b) shall commence as follows: (i) To the extent any such cash payment or continuing benefit to be provided pursuant to this Section 4(b) is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. (iii) The Company may provide, in its sole discretion, that You may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that You shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse You the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to You, in each case had such benefits commenced immediately upon Your termination of a Subscription, employment. Any remaining benefits shall be reimbursed or provided by the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Company in accordance with the schedule and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; procedures specified herein. (c) All amounts due In the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans and the Company shall pay You for any unpaid invoices will become due and payable immediately; and reimbursable expenses owed to You through the effective date of the termination or Your employment. (d) If we are in breachIn the event that Your employment is terminated due to Your death, you the Company will receive provide Your eligible family members and dependents with medical insurance coverage under the Company’s then current benefit plans for a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formthree (3) months following Your death.

Term Termination. Except This Agreement shall be effective as otherwise stated herein, this Agreement will of the Effective Date and remain in effect until terminated. The term for any Software starts on the Effective Date later of: (i) the day after expiration of the Order Form and continues as indicated on last to expire Valid Claim within the Order Form Patent Rights in any jurisdiction; ("Term"). Except as otherwise specified ii) expiration of any time provided for market or data exclusivity awarded by the FDA or non-United States FDA counterpart in the applicable Order Form, subscription terms are for any jurisdiction; or (iii) twelve (12) months from years after the Effective Date ("Subscription Term") and upon your payment first commercial sale of renewal fees will renew for successive twelve (12) month periodsa Licensed Product in a territory outside the United States. Upon its natural expiration, starting the day following rights under the expiration License Agreement shall convert into a fully paid-up acquisition that grants Licensee ownership of the previous Subscription TermLicensed Products without any further compensation due to the Licensor. Licensee may terminate the License Agreement at any time, unless in which case all rights in the License Agreement and until any FDA documentation, including rights to the IND, Vouchers and NDA will be transferred to the Licensor. will revert to Licensor fully and Licensee will have no further rights to sell any Licensed Product (including the ones that incorporate Licensor’s Know-How), except in the event of termination based on grounds of material breach of the Agreement resulting from gross negligence or willful misconduct of Licensor. If this Agreement is terminated by either Licensor for Licensee’s bankruptcy or material breach, at the option of Licensor all outstanding sublicenses not in default will be assigned by Licensee to Licensor and any FDA documentation, including rights to the IND, Vouchers and NDA will be transferred to the Licensor. In any situation where a material breach has been alleged by one Party to the other, the non-breaching party in accordance herewith or unless either party provides must first provide written notice of nonrenewal such alleged breach to the other alleged breaching party at least via the notice provisions herein and the alleged breaching party shall have 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsuch.

Term Termination. Except This Agreement shall enter into effect as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form date first set forth above and continues continue in full force and effect for an initial term of one year with continuing one year renewal options, unless sooner terminated as indicated on follows: (a) By the Order Form mutual agreement in writing of LCC and Consultant; ("Term"). Except as otherwise specified in b) By either party upon giving the applicable Order Form, subscription terms are for twelve other not less than forty-five (1245) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following days written notice prior to the expiration of the previous Subscription Terminitial term, unless and until terminated or subsequent renew terms, if any; (c) by either party in accordance herewith or unless either party provides upon written notice of nonrenewal to termination in the event of a material breach by the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of that such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure, or demonstrates a diligent effort to cause a cure if it is not reasonably possible to cure within the breach notice period within thirty (30) days after receipt of receiving written notice of default from the breachnon-breaching party; or (d) By either party immediately upon written notice in the event the other party is adjudicated bankrupt, files a voluntary petition in bankruptcy, is the subject of an involuntary petition in bankruptcy or makes a general assignment for the benefit of creditors. Upon the expiration or termination of this Agreement, each party shall be released from all obligations and liabilities hereunder arising after the date of such termination, except that the (i) expiration or termination of this Agreement shall not affect Consultant’s obligations under Sections 3, 4, 7, 9, 10 and 13 hereof, and (ii) LCC will pay and continue to pay any Commission Payments that have been fully earned and are then-payable under Exhibit A (provided, however, that commission payments under definitive agreements executed prior to termination shall continue to be paid following termination as such payments are received by LCC, and provided, further that such post termination payments shall cover only the Services engagement(s) that were secured by Consultant’s efforts during the term hereof), (iii) LCC will pay all Consulting Support payments earned through the date of termination, and (iv) LCC will reimburse all approved expenses incurred up to the date of termination or expiration. Notwithstanding anything else herein to the contrary, only in the case of a termination by LCC under 8(b) above, in the event LCC enters into a definitive agreement within forty five (45) days after the date of such termination to provide Services to an Approved Entity and securing such agreement was both (i) the subject of an Opportunity Identification Form, in the form attached hereto as Exhibit B, executed between the parties, and (ii) obtained through the efforts of Consultant (such that an additional payment would have been due and payable under Exhibit A but for such termination) then LCC shall also pay Consultant the applicable Commission Payment in accordance with Exhibit A. Consultant agrees that LCC shall be under no obligation to extend or renew this Agreement for any reason. Consultant agrees that upon termination or expiration of this Agreement for any reason, except as specifically set forth herein, LCC shall not be liable to Consultant for any termination compensation or other party becomes insolventcompensation whatsoever, whether based on goodwill established, clientele or customers obtained, expenses incurred, or otherwise. Upon termination of this Agreement, Consultant shall immediately cease all activities or conduct that might cause anyone to believe that Consultant is a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Consultant of the applicable Software, whether modified LCC or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"otherwise connected with LCC, and "General" survive the termination of this Agreement Consultant shall also immediately cease using any advertising materials, trade names, trademarks and service marks relating to LCC, its services and/or an Order Formproducts.

Term Termination. Except as otherwise stated herein, a) The term of this Agreement will remain in effect until terminated. The term and Consultant’s engagement by Motif shall commence on January 1, 2017 (the “Effective Date”) and shall continue for any Software starts on the Effective Date a period of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from thereafter (the Effective Date ("Subscription “Initial Term"”) and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting unless terminated earlier as set forth herein. Following the day following the expiration of the previous Subscription Initial Term, unless and until terminated by either party in accordance herewith or this Agreement shall automatically renew on a monthly basis (each such monthly term, a “Renewal Term,” and, together with the Initial Term, collectively, the “Term”) unless either party Party provides written notice of nonrenewal its or his election not to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, renew this Agreement at least thirty (30) days prior to the end of such the Initial Term or then applicable Renewal Term. Unless otherwise indicated on an Order FormIn the event that either Party provides the required 30-days’ notice of non-renewal, you this Agreement and Consultant’s engagement by Motif will be terminated effective upon the expiration of the Initial Term or then-current Renewal Term. b) Notwithstanding the foregoing section, (i) either Party may terminate the Initial Term, and this Agreement and their relationship, by providing the other Party with ninety (90) days’ written notice of such termination, (ii) Motif may terminate the Initial Term or any Order Form at Renewal Term, and this Agreement and its relationship with Consultant, immediately upon Consultant’s breach of Section 7 (Qualifications), Section 9 (Indemnification), Section 10 (Inventions) or Section 11 (Confidential Information) or a material breach of any time without cause. Howeverother provision of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party and (iii) Consultant may terminate the Initial Term or any Renewal Term, and this Agreement and its relationship with Motif, immediately upon Motif’s material breach of any provision of this Agreement. c) Upon any non-renewal or any Order Form immediately on notice if termination of this Agreement and the Parties’ relationship, Consultant shall be entitled only to: (i) the other party materially breaches portion of Consultant’s fee (as set forth in Section 4(a) of this Agreement) that was earned before the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice effective date of the breachnon-renewal or termination; or and (ii) reimbursement of pre-approved expenses incurred by Consultant before the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all effective date of the applicable Software, whether modified non-renewal or merged into other materials and/or Applications; (btermination that are reimbursable pursuant to Section 4(b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except The term shall commence as otherwise stated herein, of the date you sign this Agreement will and shall remain in full force and effect each month until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until this agreement is terminated by either party in accordance herewith you or by PPD; this Agreement shall automatically renew unless either party provides thirty (30) days advanced written notice of nonrenewal its intent to terminate the other party at least 30 days Agreement prior to the end of the then-current Subscription Termoperative term. We may increase pricing applicable If you wish to terminate the Agreement in accordance with these Terms and Conditions, please send such notice to the address listed in the notice section hereinbelow. For membership, you agree to pay PPD for any group practice with three or more physicians (“group practice” is defined as physicians legally organized as a partnership, professional corporation, foundation, not-for-profit corporation, faculty practice plan, or similar association) a fee of $100.00 for each physician in the group practice each month, which will be directly withdrawn/ACH debited from your credit or debit account or bank account upon signature of this document and in accordance with the automatic withdraw authorization form which must be completed in conjunction concurrently. Thereafter, PPD will xxxx you on a monthly basis for the term of the Agreement, as well as any renewal terms (if applicable). PPD reserves the right to provide notice of its intent to change it fees, provided however that any then-current Subscription Term by providing you with notice thereof, including by email, at least such change in fees shall only take effect upon thirty (30) days advanced written notice prior to the end of such Termthe operative term. Unless otherwise indicated on an Order FormYou may cancel this Agreement at no cost to you by notifying PPD within fourteen (14) days of registration. After the fourteenth (14th) day, you are bound by the Terms and Conditions set forth herein, and you agree to pay PPD for all fees incurred during the operative term, as may terminate be applicable. PPD reserves the right to contract with third party vendors to provide the Products and Services on behalf of its members. By entering into this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachwith PPD, you will receive a prorated refund be provided with access to the Products and Services, the details of which will be supplied to you following completion of the registration process. If any information you provide is untrue, inaccurate or not current, or if PPD has reasonable grounds to suspect that such information is untrue, inaccurate or not current, PPD, at its sole and absolute discretion, has the right to suspend or terminate your access to, and use of, any Products, Product Websites and/or Content, or suspend or terminate any portion thereof. You further agree that you will not hold PPD liable if PPD suspends or terminates your use of, or access to, any Products, Product Websites or Content, or any portion thereof, for any reason whatsoever. Only the individual who enters into this Agreement with PPD will be entitled to the rights and membership benefits provided hereunder. In the event that PPD determines you are sharing your membership benefits with a non-member or in any other way that violations this Agreement, PPD reserves the right to suspend and/or revoke your membership. In such instance, you agree to immediately pay all membership fees paid in advance. We may suspend your use that would be due and owing through the end of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use operative term of the Software and Premium Support. Suspension will only Agreement, as may be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formapplicable.

Term Termination. Except as otherwise stated herein, this 1. This Agreement will remain in effect until terminatedshall be effective from the date of signature by the Parties. The term for any Software starts on Agreement and the Effective Date of Access Right granted hereunder will have no expiration, except as provided under Paragraphs 2 and 3. 2. This Agreement and the Order Form and continues as indicated on Access Right provided hereunder shall expire once the Order Form ("Term"). Except as otherwise specified information in the Joint Registration Dossier is no longer protected and may be used without reservation, subject to any restrictions under the applicable Order Form, subscription terms are for law. The Parties acknowledge that the period of protection of studies under the REACH Regulation is currently twelve (12) months from years after the Effective Date ("Subscription Term") and upon your payment date of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal first submission to the other party at least 30 days prior to the end of the then-current Subscription TermECHA. 3. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Either Party may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds and the Access Right granted hereunder if the Agreement other Party is in Material Breach of any representation, warranty, covenant, or an Order Form is terminated without cause. Without limiting other remediesagreement contained in this Agreement, it may have, either party may terminate this Agreement or any Order Form immediately on after providing written notice if (i) to the other party materially breaches Party of such intent and the Agreement or an Order Form and fails to cure reason for termination. This termination will be effective forty-five (45) calendar days after the date of sending the notice, unless before the end of that period the infringing Party cured the breach within thirty (30) days after receipt of identified in the notice. If the breach is cured in the specified period and the breaching Party receives written acknowledgement from the non-breaching Party that the breach has been cured, the notice of the breach; or (ii) the other party becomes insolventtermination will be void and of no effect. 4. Upon termination of this Agreement under the Paragraph 3 due to a SubscriptionMaterial Breach on the part of the Registrant all rights granted to the Registrant will immediately revert to the Consortium, the following Registrant will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all have no right to a refund of any part of the applicable SoftwareCompensation already paid to the Consortium, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices the relevant authorities will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use be informed of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use revocation of the Software and Premium Support. Suspension will only be right to refer to the extent reasonably necessary until the breach is curedJoint Registration Dossier. 5. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Upon termination of this Agreement and/or an Order Formunder Paragraph 3 due to the Consortium’s Material Breach, any Compensation received by the Consortium, under Article III will be refunded to the Registrant within forty-five (45) calendar days of the effective date of such termination. The Registrant shall retain the Access Right granted in accordance with Article II. 6. In the case of termination of the Agreement, the Registrant will have no claim against the Consortium, for compensation of loss of business or goodwill for any other damages that may result from such termination of this Agreement.

Term Termination. Except as otherwise stated herein, a. The initial term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of and continue until December 31, 2021 (the Order Form and continues as indicated on the Order Form ("“Initial Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will This Agreement shall automatically renew for successive twelve one (121) month periodsyear terms (each, starting the day following the expiration of the previous Subscription a “Renewal Term, unless and until terminated by either party in accordance herewith or ”) unless either party provides Party gives the other written notice of nonrenewal its intention not to the other party renew this Agreement at least 30 one hundred and twenty (120) days prior to the end of the then-then current Subscription term, or unless terminated as provided elsewhere herein (the Initial Term, together with each Renewal Term, if any, being collectively referred to herein as the “Term”). We may increase pricing applicable In the event either Party gives notice of its intention not to the renewal of any then-current Subscription Term renew this Agreement, if requested by providing you with notice thereof, including by email, at least thirty (30) days Vroom in writing prior to the end termination date, Rock will continue to provide the Services for a period of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails up to cure the breach within thirty (30) days after receipt the termination date (the “Transition Period”), and Rock further will provide any assistance reasonably requested by Vroom during the Transition Period to facilitate the transfer of the performance of the Services to any successor designated by Vroom; provided, however, that Vroom will reimburse Rock for all reasonable costs and expenses incurred by Rock during the Transition Period. b. Either Party (the “Terminating Party”) may terminate this Agreement upon forty-five (45) days’ prior written notice to the other Party as specified below if the other Party (the “Defaulting Party”) materially defaults in the performance of its obligations under this Agreement or otherwise materially breaches this Agreement. Upon the occurrence of such a default, the Terminating Party shall give the Defaulting Party written notice of such default, specifying in reasonable detail the breach; or nature and extent of such default. Except as otherwise set forth herein, the Defaulting Party shall have forty-five (ii45) days to cure the default specified in such written notice, and failing such cure, the Terminating Party may terminate the Agreement immediately upon sending further written notice. c. In addition to the foregoing, either Party shall have the right to terminate this Agreement immediately upon the occurrence of any of the following events with respect to the other party becomes insolvent. Upon termination of a Subscription, the following will applyParty: (a) All licenses granted, except the institution of proceedings for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified relief under any current or merged into other materials and/or Applicationsfuture bankruptcy or insolvency law; (b) all updates and upgrades ceasethe execution by such Party of an assignment for the benefit of its creditors; (c) All amounts due under any unpaid invoices will the admission by such Party in writing of its inability to pay its debts as the same become due and payable immediatelydue; and and/or (d) If we the institution of involuntary bankruptcy proceedings against such Party, which involuntary proceedings are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of not dismissed within sixty (60) days from the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure date that the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the same were instituted. d. Any termination of this Agreement and/or an Order Formshall be effective on the date set forth in the applicable notice, unless otherwise specified in this Agreement. Termination shall not relieve either Party of liability for any default under or breach of this Agreement, or any obligations incurred prior to such termination.

Term Termination. Except a) Unless terminated earlier as otherwise stated hereinpermitted in accordance to Appendix A, Section 11B: (i) this Agreement shall commence on the Effective Date and remain in effect for a period of 1 year, provided that if any SOW remains in effect on the date of any such termination, this Agreement shall remain in effect until the expiration or termination of such SOW; and (ii) each SOW shall commence on the start date set forth in such SOW, and will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end date set forth therein, or completion of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereofService Provider’s responsibilities, including by email, at least thirty (30whichever is later. b) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either Either party may terminate this Agreement or any Order Form immediately on notice SOW in writing if (i) the other party materially breaches the Agreement or an Order Form any material term and fails to cure the such breach within thirty (30) days after of receipt of written notice that specifies such breach in reasonable detail. c) Notwithstanding anything to the contrary in this Agreement, Customer may in its discretion at any time terminate any SOW upon fifteen (15) days prior written notice to Service Provider, provided that Customer will pay to Service Provider all fees for services rendered until the date of notification of termination, plus (i) any fees for services rendered from the breach; or date of notification of termination until the effective date of termination if such services are requested by Customer in writing, and (ii) the other party becomes insolvent. Upon termination of a Subscriptionfees for products or services purchased through third parties or commitments made to third parties by Service Provider, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate but only if each such expense was specifically approved in writing by Customer and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedeach such expense cannot be cancelled or alleviated. The parties' In addition, all such products or services and/or rights and obligations under this section and sections entitled "Financial Terms"therein will be owned by Customer. d) Unless otherwise directed by Customer, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Service Provider shall promptly provide to Customer upon expiration or termination of this Agreement or any SOW: (i) all User Data and User Content in machine readable format; (ii) all copies of Customer’s Confidential Information; and (iii) if applicable, a fully commented and documented copy of the source code and object code for the Customizations and/or an Order FormDeliverables, including all reference material to identify and obtain requisite compilers and/or all other systems, software and material(s) necessary to enable Customer to use, maintain, support and correct the Customizations and/or Deliverables. e) Sections 5, 6(d), 6(e), and 12-20 will survive any termination or expiration of this Agreement.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of and remain in effect for the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise period specified in Schedule A and, unless this Agreement is terminated earlier as provided herein, shall continue for the applicable Order FormInitial Subscription Term and, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew thereafter, this agreement shall be automatically renewed for successive twelve periods of 12 months (12) month periodseach a Renewal Period), starting the day following the expiration of the previous Subscription Term, unless and until terminated by unless: either party in accordance herewith or unless either party provides written notice of nonrenewal to notifies the other party of termination, in writing, at least 30 60 days prior to before the end of the then-current Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. We may increase pricing applicable If customer wishes, upon notice of termination by said customer, that services rendered by Supplier be ceased immediately, an early termination fee equal to the renewal remainder of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Termcontracted monthly fees will be applied. Unless otherwise indicated on an Order Form, you Supplier may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if in the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and event that Customer fails to cure the a breach of this Agreement within thirty (30) 30 days after receipt of written notice of the breach; or (ii) the other party becomes insolvent. Upon termination by the Supplier due to material breach, Customer shall within five days of a Subscriptiontermination return, the following will apply: (a) All licenses grantedor destroy at Supplier's discretion, except for fully-paid, perpetual licenses, will terminate any and you must stop using, de-install and permanently delete all copies of the applicable Software, whether modified Documentation. Customer shall certify in writing to Supplier that all such copies have been returned or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund destroyed. On termination of this agreement for any fees paid in advance. We may suspend your reason; all services granted under this agreement shall immediately terminate; each party shall make no further use of any intellectual property, documentation and other items (and all copies of them) belonging to the Software and Premium Support as applicable without terminating this Agreement during other party; the Supplier may destroy or otherwise dispose of any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to Customer Data in its possession unless the extent reasonably necessary until Supplier receives, no later than ten days after the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation effective date of Liability", and "General" survive the termination of this Agreement and/or an Order Formagreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Term Termination. Except 4.1 During the Initial Term and for so long as otherwise stated herein, this Agreement will remain is in effect until terminated. The term effect, Xxxxxxxx shall have the perpetual option to renew this Agreement for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form additional terms (each a "Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Renewal Term") beginning with the period from April 1, 2002 to December 31, 2002, and upon your for each Calendar Year thereafter by (a) providing written notice to Xchange no later than (i) March 1, 2002 for the first Renewal Term and (ii) October 1 of the Calendar Year prior to each Renewal Term thereafter, and (b) making payment of renewal fees will the Guaranteed Royalties for such Renewal Terms as set forth in Section 3. 4.2 If Xxxxxxxx does not exercise its option to renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party this Agreement at least 30 days prior to the end of the thenInitial Term or any Renewal Term and the total amount of Royalty Fees actually earned by Xchange during the Initial Term and any Renewal Term does not exceed the Guaranteed Royalties for the Initial Term and any Renewal Term, then Xxxxxxxx shall be permitted to continue to act as a reseller of EnAct under the terms of this Agreement on a non-current Subscription exclusive basis until Royalty Fees have been earned in an amount equal to all such Guaranteed Royalties (the "Non-Exclusive Term"). 4.3 Upon termination or expiration of this Agreement, Xxxxxxxx shall immediately cease all marketing and other activities relating to EnAct. We However, in the event that this Agreement expires or terminates for any reason other than pursuant to Sections 4.4 or 4.6 hereof, Xxxxxxxx may increase pricing applicable continue to provide Consulting Services and other maintenance or user services to Sublicensees during the renewal remainder of the term of any then-current Subscription Term Sublicense and Services Agreement in effect at that time. In the event that this Agreement is terminated pursuant to sections 4.4 or 4.6, Xchange shall have the option to require Xxxxxxxx to assign its rights and interests in any such Sublicense and Services Agreement by providing you with written notice thereofto Xxxxxxxx and such assignment shall be effective upon the thirtieth (30th) day after such notice. Notwithstanding any expiration or termination, including by emailall applicable provisions of the Agreement shall apply in the event that Xxxxxxxx continues to provide Consulting Services and other maintenance or user services to Sublicensees. 4.4 This Agreement shall automatically terminate if Xxxxxxxx shall file a petition in bankruptcy, at least thirty (30) shall be adjudicated a bankrupt, shall take advantage of the insolvency laws of any jurisdiction to which it is subject, shall make an assignment for the benefit or creditors, shall be voluntarily or involuntarily dissolved, shall admit in writing its inability to pay debts as they come due, shall have a receiver, trustee or other court officer appointed for its property, shall have had a bankruptcy petition filed against it that has not been discharged within sixty days prior of the filing thereof or shall commit any other act of bankruptcy. 4.5 Xxxxxxxx shall have the option to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement if Xchange shall file a petition in bankruptcy, shall be adjudicated a bankrupt, shall take advantage of the insolvency laws of any jurisdiction to which it is subject, shall make an assignment for the benefit or creditors, shall be voluntarily or involuntarily dissolved, shall admit in writing its inability to pay debts as they come due, shall have a receiver, trustee or other court officer appointed for its property, shall have had a bankruptcy petition filed against it that has not been discharged within sixty (60) days of the filing thereof or shall commit any Order Form at other act of bankruptcy. 4.6 If Xxxxxxxx shall fail to perform or shall be in breach of any time without cause. Howeverof its obligations hereunder, we will not provide refunds if the Agreement and shall have failed or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement been unable to remedy said failure or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of written notice from Xchange with respect thereto, Xchange may terminate this Agreement, hereunder, by giving written notice of termination to Xxxxxxxx. In addition to the breach; foregoing, Xchange shall be entitled all remedies available under law or (ii) equity. 4.7 If Xxxxxxxx shall not have paid Xchange the other party becomes insolvent. Upon termination full amount of a Subscriptionany outstanding Guaranteed Royalties, Royalty Fees or Maintenance Fees for the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Initial Term or any Renewal Term as of the applicable Softwaredate of any termination or expiration, whether modified then the unpaid balance of such Guaranteed Royalties, Royalty Fees or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will Maintenance Fees shall become due and payable immediatelywithin ten (10) days following the date of termination. 4.8 In the event of any termination or expiration of this Agreement, and, if applicable, upon the date that the rights afforded to Xxxxxxxx in Section 4.3 shall cease, Xxxxxxxx (i) shall deliver to Xchange all copies of EnAct or Proprietary Material in Xxxxxxxx'x possession, custody or control; and (dii) If we are shall destroy all copies of EnAct or Proprietary Material, and render unusable information and data relating to thereto stored in breach, you will receive a prorated refund any storage facility which for any fees paid reason cannot be delivered to Xchange. An authorized representative of Xxxxxxxx shall certify in advancewriting to Xchange that all Proprietary Material in its possession, custody or control has been delivered to Xchange, destroyed or rendered unusable. We may suspend your use Xchange shall have the option to terminate or require Xxxxxxxx to terminate any Sublicense and Services Agreements pursuant to which the Sublicensee is in default. 4.9 Notwithstanding any termination or expiration of the Software and Premium Support as applicable without terminating this Agreement, Xxxxxxxx shall remain liable to Xchange for payments accruing pursuant to this Agreement. Termination of this Agreement during by expiration or otherwise shall not release Xxxxxxxx from any period of material breach. We will its obligations or liabilities accrued or incurred hereunder or rescind or give you reasonable notice and a chance rise to cure any right to rescind any payment made to Xchange hereunder; provided, however, that in the breach before suspending your use of event that Xxxxxxxx terminates this Agreement pursuant to Section 4.5, the Software and Premium Support. Suspension will only amount then currently due or accruing to Xchange pursuant to this Agreement shall be equal to the greater of (a) the total amount of Guaranteed Royalties for the term, whether it be the Initial Term or any Renewal Term, in which the Agreement is terminated prorated in accordance with the number of days that the Agreement shall have been in effect during such term or (b) the total amount of Royalty Fees (excluding Guaranteed Royalties) due and payable to Xchange at the time of termination. In no event shall Xxxxxxxx be entitled to any refund of payments already made to Xchange 4.10 Xxxxxxxx hereby agrees that it shall not be entitled to damages of any kind or to an injunction or order of any kind arising out of or in connection with or relating to the termination or expiration of this Agreement or its appointment as a reseller of Xchange and, to the maximum extent reasonably necessary until permitted by law, waives any right, defense, action or claim it may have under any law, rule, regulation or decision in whole or in part for the breach is cured. The parties' rights protection of franchisees, resellers, dealers and/or distributors. 4.11 Sections 2.4, 2.5, 4, 6.2, 6.5, 7.1(xi), 8.2, 8.3, 8.4, 8.6, 9, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.8, 10.9, 11 and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" 12 shall survive the any expiration or termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts begin on the Effective Date and continue until the first anniversary of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription such period, the “Initial Term") and upon your payment of renewal fees ”), at which time this Agreement will renew for successive twelve initiate automatic renewals on a month-to-month basis (12) month periods, starting the day following the expiration of the previous Subscription Initial Term, unless subject to such renewals and subject to termination as described below, the “Term”), until this Agreement is terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal with this Section 4. Notwithstanding anything to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate contrary in this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will applyAgreement: (a) All licenses grantedAmazon may terminate this Agreement, except for fully-paidin whole or with respect to any Company Location, perpetual licenseswith or without cause, will terminate at any time by giving Company 30 days’ prior written notice of termination; and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) Company may terminate this Agreement, in whole or with respect to any Company Location, with or without cause, at any time by giving Amazon 30 days’ prior written notice of termination, provided, however, that Company may not terminate (i) this Agreement, in whole or with respect to any Company Location, if such termination would become effective during any October 1 through January 15 period, (ii) this Agreement with respect to any Company Location prior to the first anniversary of the installation date of the Amazon Locker at that Company Location, or (iii) this Agreement with respect to more than 10 Company Locations during any calendar month during the Term. Without limiting the restrictions in the immediately preceding sentence on Company’s rights to terminate this Agreement, if Company requests to terminate this Agreement with respect to any Company Location prior to the first anniversary of the installation date of the Amazon Locker at that Company Location (an “Early Termination”) and Amazon consents in writing to the Early Termination, then (1) Company will be responsible for any and all updates costs associated with such Early Termination (including, among other things, costs of removal, shipping costs, and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; depreciation), and (d2) If we are in breach, you such Early Termination may be subject to additional fees and penalties determined by Amazon. Amazon will receive a prorated refund for any fees paid in advance. We may suspend your use remove its Amazon Lockers from the Company Locations within 10 business days after the effective date of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement. Except as provided above in connection with Early Termination, neither party will have any liability to the other (including for any fee or other compensation, for any damages, any loss of goodwill, prospective profits, or anticipated income, or on account of any expenditures, investments, leases or commitments) in connection with or as a result of any termination of this Agreement. The following sections will survive any termination of this Agreement: this Section 4 and Sections 5, 6, 7, 8, 9, and 11.

Term Termination. Except a) This Agreement is effective as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on of the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the until expiration of the previous Subscription all License Term, unless earlier terminated as set forth in this Agreement. The “Effective Date” of this Agreement is the date of purchase. You may terminate this Agreement at any time for any reason upon thirty (30) days’ prior written notice to WAVES. Additionally, upon any Default, WAVES may suspend your account and until terminated by either party your Use of the Software or terminate this Agreement (in WAVES’ sole discretion), without notice to you. You will be in “Default” of this Agreement if: (i) you fail to pay when due any amounts owed in connection with your License or Support Services; (ii) you or an Authorized User associated with your account breaches any material provision of this Agreement; or (iii) if, in WAVES’ sole discretion, it believes that your continued use of the Software creates legal risk for WAVES. b) Upon any expiration (without renewal in accordance herewith with this Agreement or unless either party provides written notice agreement between the parties) or termination of nonrenewal this Agreement as per Section 14(a), your License automatically terminates (even Perpetual Licenses) and you must cease Using and delete (or at WAVES’ request, return) all Software and certify accordingly, upon WAVES’ request. Additionally, upon such termination (i) you will not be entitled to the other party at least 30 days prior to the end a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription TermLicense term or related Support Services, any such fees that are outstanding will become immediately due and payable and WAVES may charge reactivation fees to reactivate your License. We may increase pricing applicable In no event will termination relieve you of your obligation to pay any fees payable to WAVES for the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days period prior to the end effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Any Agreement provision that, to fulfill the purpose of such Term. Unless otherwise indicated on an Order Formprovision, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails needs to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination or expiration of this Agreement and/or an Order FormAgreement, shall be deemed to survive for as long as necessary to fulfill such purpose.

Term Termination. Except 10.1 This Agreement shall be effective as otherwise stated of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of LIFE COMPANY if any Portfolio of the TRUST ceases to qualify as a Regulated Investment Company under Subchpater M of the Internal Revenue Code, or under any successor or similar provision, or if the LIFE COMPANY reasonably believes that the Portfolio may fail to so qualify; (e) At the option of the LIFE COMPANY if any Portfolio of the TRUST fails to meet the diversification requirements of Section 817(h) of the Code; (f) At the option of the LIFE COMPANY, if the LIFE COMPANY determines in its sole judgment exercised in good faith, that either the TRUST or the ADVISER has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement will or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the LIFE COMPANY; (g) At the option of the TRUST or ADVISER, if the TRUST or ADVISER respectively, shall determine in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the TRUST or ADVISER; (h) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (i) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (j) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (k) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (l) At the option of any party to this Agreement, upon another party's breach of any material provision of this Agreement,; (m) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, TRUST at its option may elect to continue to make available additional TRUST shares, as provided below, for so long as TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if TRUST so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, TRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify LIFE COMPANY whether TRUST elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect until terminated. The term for any Software starts on and thereafter either TRUST or LIFE COMPANY may terminate the Effective Date of the Order Form and continues Agreement, as indicated on the Order Form so continued pursuant to this Section 10.3, upon sixty ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (1260) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides days' prior written notice of nonrenewal to the other party at least 30 days prior party. 10.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the end of the then-current Subscription Term. We may increase pricing applicable Variable Contracts (as opposed to the renewal of any then-current Subscription Term by providing you with notice thereofshares attributable to LIFE COMPANY's assets held in the Separate Accounts), including by email, at least thirty (30) days prior and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within Variable Contracts until thirty (30) days after receipt the LIFE COMPANY shall have notified TRUST of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance its intention to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formdo so.

Term Termination. Except as otherwise stated herein, (a) The term of this Agreement will remain in effect until terminated. The term for any Software starts (the “Term”) shall commence on the Effective Date and will continue for a period of one (1) year unless terminated earlier pursuant to the Order Form and continues as indicated terms of this Agreement. Thereafter, YesDTC at its options may elect to renew this Agreement successively for up to four (4) additional one-year terms (each, a “Renewal Term”) on the Order Form same terms and conditions contained herein if this Agreement has not been previously terminated pursuant to the terms of this Agreement, provided, however, that, as a condition of renewal, ("a) YesDTC shall have paid to WordSmart all Royalties and other sums due under this Agreement on or prior to their due date during the one (1) year period preceding each Renewal Term"). Except as otherwise specified in , and (b) WordSmart shall have received at least $50,000 during each calendar quarter during the applicable Order Form, subscription terms are for twelve one (121) months from the Effective Date year period preceding each Renewal Term. ("Subscription Term"b) and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following YesDTC may terminate this Agreement prior to the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal Term pursuant to the other party at least 30 days prior to the end provisions of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty Section 5 or Section 9. (30c) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you WordSmart may terminate this Agreement or prior to the expiration of the Term, effective immediately upon written notice to YesDTC: (i) in the event of YesDTC’s breach of any Order Form at of its payment obligations pursuant to Section 7(b); (ii) in the event of YesDTC’s breach of any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate material obligation contained in this Agreement or any Order Form immediately other agreement between YesDTC and WordSmart including, without limitation, YesDTC’s obligations under Section 1(d); (iii) in the event of YesDTC’s insolvency, bankruptcy or upon the appointment of any receiver or trustee to take possession of the properties of YesDTC or the winding up of YesDTC; (iv) in the event of the sale by YesDTC of all or substantially all of its assets, consolidation or merger of YesDTC with any person or entity that is a direct competitor of WordSmart, (v) in the event YesDTC fails to spend at least $400,000 on notice if media time per quarter for the first calendar year following the Effective Date and for each calendar year thereafter, or (vi) in the event YesDTC fails to pay Royalties to WordSmart hereunder in an amount equal to at least $50,000 during each calendar quarter during the first calendar year following the Effective Date, and during each calendar quarter for each calendar year thereafter. (d) Upon any termination of this Agreement, (i) The license granted to YesDTC pursuant to this Agreement shall terminate, all rights granted to YesDTC hereunder shall revert to WordSmart and WordSmart may use such rights or it may re-license or sell any or all of such rights to any third party in its sole discretion. YesDTC shall fully cooperate with WordSmart in executing such documents and taking all such other action as WordSmart shall reasonably request in order to accomplish the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice foregoing including, without limitation, immediately discontinuing all use of the breach; Intellectual Property and Publicity Rights and any term or terms confusingly similar thereto, and deleting the same from its corporate or business name, cooperating with WordSmart or its appointed agent to apply to the appropriate authorities to cancel any recording of this Agreement in any government records, to destroy or return to WordSmart all printed materials bearing the Intellectual Property, and to ensure that all rights in the Intellectual Property and the goodwill connected therewith shall remain the property of WordSmart. (ii) Any Royalties or other amounts due to WordSmart for any prior calendar quarter shall become immediately due and payable. (iii) If this Agreement is terminated by YesDTC during the other party becomes insolventOperational Contract Phase pursuant to Section 5 or Section 9, YesDTC will be entitled to receive revenue generated from the sale of products in the Product Line prior to such termination during the Operational Contract Phase pursuant to the terms of Section 4; subject to YesDTC’s obligation to pay Royalties to WordSmart based on such revenue. Upon termination of a SubscriptionIn addition, the following additional $50,000 deposit paid to WordSmart pursuant to the terms of Section 9 will apply: (a) All licenses grantedbe refundable to YesDTC by WordSmart upon such termination by YesDTC unless prior to such termination, except the Trebek Agreement shall have been amended in writing and the services of Trebek shall have been extended for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and no less than two years at a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach royalty rate that is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Format least a favorable as currently exists.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated6.1. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as Unless otherwise specified in the applicable Order, each term set forth in a Subscription Order Form, subscription terms are for twelve (12) months from the Effective Date ("“Subscription Term"”) will begin on the Start Date set forth on the applicable Order, and upon your payment of renewal fees will remain in effect until the End Date set forth therein (“Initial Term”), and automatically and continuously renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and additional time periods set forth therein until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to notifies the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, that this Agreement will not renew at least thirty (30) days prior to the end expiration of such the then current Subscription Term. 6.2. Unless otherwise indicated on an terminated pursuant to this Section 6, the “Term” of this Agreement shall run from the Start Date of the first Subscription Order Form, you and continue until expiration or termination of the last renewal term under the Subscription Orders to this Agreement. 6.3. Either party may terminate this Agreement Agreement, or any Order, for a material breach by the other party that is not cured within thirty (30) days after written notice of such material breach. The non-breaching party may elect to terminate the applicable Order Form at any time without cause. However, we will not provide refunds if only or the Agreement or an Order Form is terminated without causeas a whole (and thus, all Orders hereunder); but shall identify its selection in writing in the original notice of breach. 6.4. Without limiting other remedies, it may have, either Either party may terminate this Agreement or any Order Form immediately on notice Order, or suspend its performance hereunder or thereunder, if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventinsolvent or bankrupt or ceases to do business. 6.5. Upon any termination of a Subscriptionthis Agreement, Customer shall immediately discontinue all use of the Licensed Software Subscription and Services and promptly pay to Company any amounts that may be due and payable under this Agreement. If On Premise, the following parties will applycoordinate in good faith the uninstallation of the Licensed Software. In addition, each Party shall: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete immediately discontinue all use of the applicable Software, whether modified or merged into other materials and/or ApplicationsParty’s Confidential Information; (b) at the option of the disclosing Party, either return or destroy all updates Confidential Information of the disclosing Party in its possession; and upgrades cease; (c) All amounts due under delete the disclosing Party’s Confidential Information from its computer storage or any unpaid invoices will become due other media, except for archival copies which may be retained and payable immediately; and shall be destroyed in accordance with the party’s record retention policy. Any such retained copies shall remain subject to Section 4 (d) If we are in breachConfidentiality). Each Party will, you will receive on request from the disclosing Party, provide the disclosing Party with a prorated refund for any fees paid in advancewritten certification of compliance with this Section 6.5 signed by an officer. 6.6. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Neither expiration nor termination of this Agreement and/or an Order Formwill terminate those obligations and rights of the parties pursuant to provisions of this Agreement which by their express terms are intended to survive and such provisions will survive the expiration or termination of this Agreement. Without limiting the foregoing, the respective rights and obligations of the parties under Sections 1.4, 1.5, 2.1, 3.4, 4, 5, 6.5, 6.6, 7.3, 8, 9 and 10 will survive the expiration or termination of this Agreement regardless of when such termination becomes effective.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, (except for fully-paid, perpetual licenses, ) granted will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall end on February 6, 2020; provided that unless terminated pursuant to the terms and conditions of the Order Form this Agreement, this Agreement and continues as indicated Your employment hereunder shall be automatically renewed on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are and conditions set forth herein for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive additional twelve (12) month periodsperiods (the “Employment Period”). Notwithstanding the foregoing, starting (i) the day following Employment Period shall terminate immediately upon Your resignation (with or without a Change in Circumstance), death or Total Disability, and (ii) the expiration Employment Period may be terminated by the Company at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the previous Subscription TermEmployment Period shall be effective as specified in a written notice from the Company to You. Solely for purposes of determining Your right to compensation under Section 4(b) below (to the extent such compensation is subject to Code Section 409A), You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless and until You have a “separation from service” within the meaning of Code Section 409A (as defined below). (b) If (x) the Employment Period is terminated by either party the Company without Cause (excluding, for clarity, a termination by reason of Your death or Total Disability) or by You as a result of a Change in accordance herewith Circumstance or unless either party provides written notice of nonrenewal to the other party at least 30 days (y) prior to the end of the then-current Subscription Term. We may increase pricing applicable Employment Period, the Company does not offer in writing to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to continue Your employment following the end of such Term. Unless otherwise indicated on an Order Form, you may terminate the Employment Period upon substantially the same terms as provided in this Agreement (or as otherwise mutually agreed between You and the Company), and You elect to resign from the Company effective as of the end of the Employment Period, You shall be entitled to receive Your Base Salary earned through the date of termination or resignation, plus any Order Form at accrued but unpaid Bonus Payments and payment for any time without causeunused vacation time, and You shall be entitled to any other salary, compensation or benefits from the Company or its Affiliates as otherwise specifically earned and/or vested as provided for under the Company’s employee benefit plans, and the Company shall pay You for any reimbursable expenses owed to You through the effective date of the termination or Your employment. HoweverIn addition: (1) You shall be paid severance pay equal to the sum of twelve (12) months of Base Salary, we will not provide refunds such severance pay to be paid via payroll continuation over the period of twelve (12) months following the effective date of the termination of Your employment (the “Severance Period”), with the payments being made on a bi-weekly basis and commencing as provided in Section 4(b)(3), and you shall be entitled to payment or reimbursement of all premiums for medical benefits elected by You pursuant to the continuation of medical coverage under Section 4980B of the Code during the Severance Period (collectively, the "Severance Payments"); and (2) You shall be entitled to the foregoing Severance Payments if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches the Agreement or an Order Form Company a General Release similar in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the other party becomes insolvent. Upon General Release has become effective, in each case within 60 days of Your termination of employment, and only for so long as You have not revoked or breached the provisions of the General Release or materially breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled any other salary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans and in this Agreement. (3) To the extent that Severance Payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by You of a Subscriptionrelease of claims, You shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Your termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following will shall apply: : (ai) All licenses grantedTo the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, except then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for fully-paidpurposes of Code Section 409A, perpetual licensesthen such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, will terminate and you must stop using, de-install and permanently delete all any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of the applicable Software, whether modified or merged into other materials and/or Applications; employment. (b) all updates In the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and upgrades cease; any accrued but unpaid Bonus Payments as of the date of termination and payment for any unused vacation time, and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically earned and/or vested as provided for under the Company’s employee benefit plans, and the Company shall pay You for any reimbursable expenses owed to You through the effective date of the termination or Your employment. (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use The effective date of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormYour employment with the Company is referred to hereinbelow as the “Employment Termination Date”.

Term Termination. Except as otherwise stated hereinThis Exhibit A for ES&S Hardware Maintenance and Software License, this Agreement will remain Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule A1 (the Order Form and continues as indicated on the Order Form ("“Initial Post-Warranty Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Post-Warranty Term, unless and this Exhibit A shall automatically renew for an unlimited number of successive Two-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party’s written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement the Initial Post-Warranty Term or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCustomer’s jurisdiction, you will receive or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund for of any fees already paid to ES&S in advance. We may suspend your use of the Software and Premium Support as applicable without terminating event that this Agreement during any period of material breach. We will give you reasonable notice and a chance is Exhibit A is terminated pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsubsection 1(c) or 1(d) above.

Term Termination. Except a) This Agreement is effective as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on of the Effective Date and continues until expiration of all License Term, unless earlier terminated as set forth in this Agreement. The “Effective Date” of this Agreement is the date of purchase. You may terminate this Agreement at any time for any reason upon thirty (30) days’ prior written notice to WAVES. Additionally, upon any Default, WAVES may suspend your account and your Use of the Order Form and continues as indicated on Software or terminate this Agreement (in WAVES’ sole discretion), without notice to you. You will be in “Default” of this Agreement if: (i) you fail to pay when due any amounts owed in connection with your License or Support Services; (ii) you or an Authorized User associated with your account breaches any material provision of this Agreement; or (iii) if, in WAVES’ sole discretion, it believes that your continued use of the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are Software creates legal risk for twelve (12WAVES. b) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon any expiration of the previous Subscription TermTerm or term of a Trial License, unless NFR License, or Beta License or termination of this Agreement as per Section 14(a), your License automatically terminates (even Perpetual Licenses) and until terminated by either party in accordance herewith you must cease Using and delete (or unless either party provides written notice at WAVES’ request, return) all Software and certify accordingly, upon WAVES’ request. Additionally, upon such termination (i) you will not be entitled to a refund of nonrenewal to the other party at least 30 days prior to the end of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription TermLicense term or related Support Services, any such fees that are outstanding will become immediately due and payable and WAVES may charge reactivation fees to reactivate your License. We may increase pricing applicable In no event will termination relieve you of your obligation to pay any fees payable to WAVES for the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days period prior to the end effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Any Agreement provision that, to fulfill the purpose of such Term. Unless otherwise indicated on an Order Formprovision, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails needs to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination or expiration of this Agreement and/or an Order FormAgreement, shall be deemed to survive for as long as necessary to fulfill such purpose.

Term Termination. Except as otherwise stated herein7.1 Unless terminated sooner pursuant to the terms hereof, this Agreement will remain LICENSE AGREEMENT shall become effective as of the EFFECTIVE DATE and shall continue in full force and effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of LICENSEE's obligation to pay royalties hereunder. 7.2 If (i) LICENSEE files a petition in bankruptcy or for the previous Subscription Termappointment of a receiver or trustee, (ii) LICENSEE proposes a written agreement of composition or extension of its debts or makes an assignment for the benefit of its creditors, or (iii) an involuntary petition against LICENSEE is filed in any insolvency proceeding and such petition is not dismissed within sixty (60) days after filing, LICENSOR may terminate this SUBLICENSE AGREEMENT. 7.3 Upon any material breach of or default under this SUBLICENSE AGREEMENT by LICENSEE, or otherwise upon the abandonment of the entire Development Plan under Article 6(b)(2) hereof, LICENSOR may terminate this SUBLICENSE AGREEMENT, partially or in its entirety, by forty-five (45) days written notice to LICENSEE. Said notice shall become effective at the end of said period, unless and until terminated by either party in accordance herewith during said period LICENSEE shall cure such breach or unless either party provides default. 7.4 Notwithstanding any contrary term or implication of this SUBLICENSE AGREEMENT, LICENSEE may terminate this entire SUBLICENSE AGREEMENT on sixty (60) days advance written notice of nonrenewal to the LICENSOR for any reason, whereupon LICENSEE will not be obligated to make any further payments to LICENSOR other party at least 30 days than those payments accruing prior to such termination. In no event shall LICENSEE be entitled to a refund for any payments made or accrued prior to the end date of the then-current Subscription Term. We may increase pricing applicable termination. 7.5 Notwithstanding any other provision of this LICENSE AGREEMENT to the renewal of any thencontrary, this LICENSE AGREEMENT may be terminated in countries other than the United States or the WESTERN EUROPEAN TERRITORY without cause, on a country-current Subscription Term by-country basis, by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form LICENSEE at any time without causeupon six (6) months prior written notice to LICENSOR. HoweverUpon such termination, we will not provide refunds if those rights granted to LICENSEE hereunder with respect to the Agreement or an Order Form countries for which this LICENSE AGREEMENT is terminated without causeshall revert to LICENSOR for the benefit of LICENSOR. Without limiting Further, in the event of any such termination, LICENSEE shall comply with the provisions of paragraph 7.7 hereof with respect to the LICENSED KNOW-HOW and regulatory approvals and filings as they relate to such terminated countries and in addition shall provide LICENSOR with access to any regulatory filings and approvals outside the terminated countries which are necessary or useful for LICENSOR, or its designee, to obtain health regulatory approval to market a LICENSED PRODUCT in the terminated countries. LICENSEE agrees to provide LICENSOR with any required authorization letters to effectuate such access. 7.6 Upon termination of this SUBLICENSE AGREEMENT for any reason, other remediesthen by expiry of the PATENT RIGHTS, all rights granted hereunder shall revert to LICENSOR for the benefit of LICENSOR. Upon termination, at LICENSOR's written request, LICENSEE agrees to assign any sublicense rights which it may havehave granted under the PATENT RIGHTS to LICENSOR, either party may terminate or to such legal entity specified by LICENSOR, and such sublicense shall survive termination of this Agreement or any Order Form immediately on notice if SUBLICENSE AGREEMENT, provided that the SUBLICENSEE continues to abide by the terms of the sublicense so assigned to LICENSOR. 7.7 Upon termination of this LICENSE AGREEMENT other than by expiration in accordance with Article 7.1, LICENSEE undertakes: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt deliver to LICENSOR all copies of notice of the breach; or any LICENSED KNOW-HOW in its possession; (ii) not to use the other party becomes insolvent. LICENSED KNOW-HOW as long as it has to be kept confidential under Article 5 hereof; (iii) to transfer to LICENSOR, at LICENSOR's request, copies of all KNOW-HOW developed by LICENSEE concerning LICENSED PRODUCT, and all health regulatory approvals and regulatory filings relating to LICENSED PRODUCTS; (iv) to the extent requested by LICENSOR, to transfer to LICENSOR or its designee responsibility for and control of ongoing LICENSED PRODUCTS development work, including contracts with Third Parties for such work, where permissible in accordance with such contracts and only where such contracts apply solely to development work for the LICENSED PRODUCTS, in an expeditious and orderly manner with the costs for such work to be assumed by LICENSOR or its designee as of the date of such transfer; (v) to the extent requested by LICENSOR, to transfer to LICENSOR or its designee all inventory of LICENSED PRODUCTS and materials and equipment for manufacture of LICENSED PRODUCTS at a mutually agreeable price not to exceed LICENSEE's fully amortized standard cost; and (vi) grant to LICENSOR an irrevocable, exclusive worldwide paid-up license under any patents or LICENSED KNOW-HOW owned or controlled by LICENSEE, with the right to grant sublicenses, to make, have made, use and sell LICENSED PRODUCTS. 7.8 LICENSEE's obligations to report to LICENSOR and to pay royalties to LICENSOR as to any LICENSED PRODUCT made or USED under a license or an immunity granted pursuant to this SUBLICENSE AGREEMENT prior to termination or expiration of this SUBLICENSE AGREEMENT shall survive such termination or expiration and any termination of this SUBLICENSE AGREEMENT shall be subject to this Article 7.8. 7.9 Upon any termination of this LICENSE AGREEMENT, Articles 5.1, 7.7, 7.10, 11 and 13 survive such termination and continue in force and effect to the extent necessary to effectuate such provisions. 7.10 Upon termination of a Subscriptionthis SUBLICENSE AGREEMENT other than by expiry of the PATENT RIGHTS, LICENSEE shall have no right under the following will apply: (a) All licenses grantedPATENT RIGHTS to make, have made, USE or SELL LICENSED PRODUCTS, except that LICENSEE shall have the right for fully-paid, perpetual licenses, will terminate ninety (90) days following termination to dispose of LICENSED PRODUCTS on hand and you must stop using, de-install and permanently delete all complete any existing contracts requiring rights under the PATENT RIGHTS which can be completed within the ninety (90) days. LICENSEE shall comply with the provisions of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.Article

Term Termination. Except as otherwise stated herein, (a) This Agreement shall become effective on the date set forth in the first paragraph of this Agreement will remain and shall continue in full force and effect until terminatedfor the Initial Term unless earlier terminated pursuant to the terms hereof. The term for any Software starts on the Effective Date This Agreement may be terminated by (i) QM, in case of a material breach of this Agreement by either (or both) of the Order Form Xxxxxx Parties, and continues as indicated on (ii) either of the Order Form Xxxxxx Parties in case of a material breach of this Agreement by QM; provided however, that the terminating Party has prior to the termination notice given written notice to the other Party specifying the alleged breach ("Term"“Complaint”), and further provided that such breach has not been remedied by the breaching Party within a period of 30 days after the receipt of the Complaint. Except as otherwise specified in In the applicable Order Formevent the breach is not cured at the expiration of the 30 day cure period, subscription terms are for twelve a ten (1210) months from day written termination notice will be provided by the Effective Date terminating Party. ("Subscription Term"b) and upon your payment of renewal fees This Agreement will automatically renew for successive twelve additional one (121) month periodsyear terms unless a Party provides the other Parties written notice of its intention not to renew this Agreement no less than one year prior to expiration; provided, starting however, that at any time after the day expiration of the Initial Term, any Party may terminate this Agreement upon 1 years’ notice to the other Parties. (c) Should QM determine not to renew this Agreement, or terminate this Agreement following the expiration of the previous Subscription Initial Term, unless and until terminated other than for an uncured breach of this Agreement by either party in accordance herewith (or unless either party provides written both) of the Xxxxxx Parties, QM agrees to provide a notice of nonrenewal one year, during which notice period QM will continue to pay the other party at least 30 days prior fees listed on Exhibit A per the schedule listed thereon. (d) Should NEXA determine not to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereofrenew this Agreement, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may or terminate this Agreement or any Order Form at any time without cause. Howeverfollowing the expiration of the Initial Term, we will not provide refunds if the Agreement or other than for an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate uncured breach of this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails by QM, NEXA agrees to cure the breach within thirty (30) days after receipt of provide a notice of one year. During such notice period, NEXA agrees to [*] with the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all licensing of the applicable Software[*]. In addition, whether modified or merged into other materials and/or Applications; (bshould NEXA determine not to extend the license of the NEXA Data for at least one calendar year after the expiration of the Initial Term, NEXA agrees to [*] by QM pursuant to this Agreement, as [*], and to reimburse QM, up to a maximum of [*], for actual costs and expenses incurred by QM in moving its [*] lines to an alternate data provider. The damages listed in this Section 19(c) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund shall be the sole remedy available to QM for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the early termination of this Agreement by the Xxxxxx Parties. (e) Notwithstanding anything to the contrary in this Xxxxxxx 00, xxxx of the Parties may terminate this Agreement, other than for an uncured breach, within the Initial Term except by mutual agreement of all of the Parties. This provision is subject to QM’s and/or an Order FormSFS’s right to terminate the terms of this Agreement relating to the provision of brokerage services set out in Section 11 herein.

Term Termination. Except as otherwise stated herein, (a) The term of this Agreement will remain in effect continue until terminated. The term for any Software starts on the Effective Date of the Order Form and continues Without limiting Devokr’s rights to terminate as indicated on the Order Form ("Term"). Except as otherwise specified set forth elsewhere in the applicable Order Formthis Agreement, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Devokr may terminate this Agreement immediately upon written notice to you for breach of Sections 3, 4, 8, 9, or 10. In the event of a material breach by either party of any Order Form at any time without cause. Howeverother provision of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either non-breaching party may terminate this Agreement upon 5 business days’ prior written notice without liability to the other party. Either party may terminate this Agreement for convenience at any time upon at least 10 business days’ prior written notice to the other party. (b) Upon termination of this Agreement, your right to use the Services will immediately cease, and Devokr may, without liability to you or any Order Form third party, immediately on notice if (i) the other party materially breaches the Agreement deactivate or an Order Form delete your user ID, password, and fails Devokr Account, and all associated materials, without any obligation to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventprovide any further access to any such materials. Upon termination of a Subscriptionthis Agreement, the following you will apply: be responsible for paying (a) All licenses grantedfees payable for the remainder of any ongoing Subscription Terms, except unless this Agreement was terminated by you for fully-paidDevokr’s uncured material breach or was terminated by Devokr for convenience, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates any other amount due under this Agreement through the effective date of termination, and upgrades cease; you authorize Devokr to charge your Payment Method immediately upon termination for the full amount payable hereunder. No refunds of fees paid under this Agreement will be provided. (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination Termination of this Agreement and/or an Order Formwill not relieve either party of any obligations or liabilities that have accrued prior to the termination date (including obligations to pay fees, taxes, interest, and collection costs) and is without prejudice to any other rights and remedies either party may have. In addition, each party’s obligations as provided in the following sections of this Agreement will survive termination: 1(c), 2, 3, 4(a), 4(c), 6-9, and 11-18).

Term Termination. Except as otherwise stated herein, this 3.1 This Agreement will remain in effect until terminated. The term for any Software starts on commence upon the date last executed by the parties (“Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term"Date”) and will terminate upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous last surviving Subscription TermSchedule unless otherwise terminated as provided by Appendix A, unless and until Section 11.B of DIR Contract No. DIR-TSO-4339. The term of the Subscription will be identified in the applicable Subscription Schedule. 3.2 This Agreement and/or all Subscription Schedules may be terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to if the other party at least 30 days prior to the end breaches any of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate its material obligations under this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the such breach within thirty (30) days after receipt of written notice of such breach. The termination of this Agreement will not affect either party’s obligation to make payments to the breachother party as a result of events that occurred prior to termination. Subject to record retention policies and laws, upon such termination, the Extreme Technology must be returned to Extreme within the 30-day notification period. 3.3 Notwithstanding anything in this Agreement to the contrary, Extreme may immediately terminate this Agreement and/or any Subscription Schedule in whole or in part if: (i) Customer fails to comply with the payment provisions of this Agreement, (ii) upon the insolvency, bankruptcy, or dissolution of Customer, or; (iii) if Extreme believes there has been or will be a substantial impairment of Customer’s credit or an assignment for the benefit of Customer’s creditors. Upon such termination, the Extreme Technology must be returned within 15 days of notification by Extreme. 3.4 Terminations shall be handled in accordance with Appendix A, Section 11.B of DIR Contract No. DIR-TSO-4339. 3.5 Termination for non-appropriation shall be handled in accordance with Appendix A, Section 11.B of DIR Contract No. DIR-TSO-4339. 3.6 Subject to record retention policies and laws, upon expiration or termination of this Agreement or any Subscription Schedule in whole or in part, Customer shall return Extreme Technology to Extreme pursuant to the RMA Procedures set forth in this Agreement. In the event of a termination of this Agreement or any Subscription Schedule by the Customer, Customer will bear all costs associated with the return of the Extreme Technology and shall do so in a manner that ensures a timely the return of the respective Extreme Technology. Upon termination or expiration of the Agreement, unless otherwise specifically provided in the Subscription Schedule, the following amounts will become immediately due and payable: (i) any unpaid amounts for the Subscription provided through the date of termination; (ii) the other party becomes insolvent. Upon termination of a Subscriptionmonthly recurring charges accrued until the Extreme Technology is returned to Extreme as provided by this Agreement, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applicationsand; (biii) all updates and upgrades cease; (c) All any other amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachunder this Agreement. Further, you will receive a prorated refund if Customer fails to make arrangements for any fees paid in advance. We return or otherwise fails to return Extreme Technology within the respective notice period, Extreme may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent take all actions reasonably necessary to obtain possession of and remove the Extreme Technology. Customer will not interfere with or object to such repossession or removal and Customer will cooperate (and ensure corporation of its employees, subcontractors, agents, representatives, and other third parties) with Extreme in such efforts. Without limiting any other remedies Extreme may have in law or in equity, if Customer fails to return the Extreme Technology within the respective notification period, amounts due and payable for the Subscription(s) will continue to accrue until the breach Extreme Technology is cured. The parties' rights received by Extreme and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formfor 60 days thereafter.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall be effective immediately and automatically on the Effective Date "Contingency Expiration Date," as that term is defined in that certain Operating Agreement for Little Tiger Press USA, L.L.C., dated of even date herewith, executed by Futech Educational Products, Inc. and Magi Publications. This Agreement shall continue thereafter until terminated in any one of the Order Form and continues as indicated on the Order Form following ways: ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12a) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the thenIf Co-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form Publisher is at any time without cause. Howeverin breach of any of the terms and conditions of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and Co-Publisher fails to cure the such breach within thirty (30) days after receipt by Co-Publisher of written notice of from Publisher specifying the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate breach and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; requiring that it be cured. (b) all updates If Co-Publisher is declared bankrupt or goes into liquidation (other than solvent voluntary liquidation for the purpose of reconstruction only), or if a receiver or administrator or administrative receiver is appointed to the whole or substantially the whole of Co-Publisher's business, or if Co-Publisher shall make an assignment for the benefit of creditors, then Publisher may terminate this Agreement if Co-Publisher fails to cure such breach within thirty (30) days after receipt by Co-Publisher of written notice from Publisher specifying the breach and upgrades cease; requiring that it be cured. (c) All amounts due under If Co-Publisher ceases to trade as a publisher/distributor or is for any unpaid invoices will become due reason unable to perform and payable immediately; comply with the terms and conditions of this Agreement. (d) If we are in breach, you will receive a prorated refund for Co-Publisher allows any fees paid in advance. We may suspend your use Book to go out of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be stock (to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation that Co-Publisher has less than 50 copies of Liability"such Book in stock), and "General" survive the to remain out of stock for 6 months, then Publisher may terminate this Agreement with respect to such Book only. (e) If Co-Publisher shall dispose of all remaining stock of a Book by remaindering or destruction, then Publisher may terminate this Agreement with respect to such Book only. Any termination of this Agreement and/or an Order Form.by either party shall not affect the obligations of either party under this Agreement to pay the other party amounts owing in connection with

Term Termination. Except as otherwise stated herein, (a) The term of this Agreement will remain in effect until terminated. The begins on October 1, 2008 and shall continue for an initial term for any Software starts on of seven (7) years (the Effective Date of the Order Form and continues as indicated on the Order Form ("“Initial Term"”). Except as otherwise specified in AFTER THE INITIAL TERM, THIS AGREEMENT SHALL AUTOMATICALLY RENEW EACH YEAR, ON THE ANNIVERSARY THEREOF (the applicable Order Form“Annual Expiration Date”), subscription terms are for twelve FOR SUCCESSIVE ADDITIONAL TERMS OF TWELVE (12) months from MONTHS. EITHER PARTY MAY TERMINATE THE AGREEMENT BY GIVING WRITTEN NOTICE TO THE OTHER PARTY OF THE NOTIFYING PARTY’S INTENT TO TERMINATE THIS AGREEMENT AT LEAST NINETY (90) DAYS BEFORE THE ANNUAL EXPIRATION DATE; IF THAT NOTICE IS TIMELY GIVEN, THE TERM OF THIS AGREEMENT SHALL EXPIRE ON THE ANNUAL EXPIRATION DATE IMMEDIATELY FOLLOWING THE DATE ON WHICH THAT NOTICE WAS GIVEN. Any other reference in this Agreement to the Effective Date ("Subscription Term") and upon your payment “termination” of renewal fees will renew for successive twelve (12) month periodsthis Agreement shall include, starting the day following without limitation, the expiration of the previous Subscription Term, unless and until terminated by either party term set forth in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty this Section 5(a). (30b) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Liberty Tax may terminate this Agreement or before the expiration of the term set forth in Section 5(a), by giving NetSpend written notice of termination, upon any Order Form at any time without cause. However, we will not provide refunds if of the Agreement or an Order Form is terminated without cause. Without limiting following events of default by the other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if Party: (i) the other party materially breaches the NetSpend fails to pay any amount when due under this Agreement and that payment failure continues for ten (10) Business Days after written notice of that payment failure is given by Liberty Tax; (ii) NetSpend continues its failure to perform, or an Order Form and fails to cure the breach within or correct any nonperformance of, any of its obligations under this Agreement (other than a payment or other obligation addressed in clause (i) above) for thirty (30) days after receipt of written notice of that failure (which describes the breachfailure with reasonable specificity) is given by Liberty Tax; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against NetSpend, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (iv) NetSpend otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for the benefits of its creditors, or enters into any workout or similar arrangement with its creditors.. (c) NetSpend may terminate this Agreement before the expiration of the term set forth in Section 5(a), by giving Liberty Tax written notice of termination, upon any of the following events of default by Liberty Tax: (i) Liberty Tax fails to pay any amount when due under this Agreement and that payment failure continues for ten (10) Business Days after written notice of that payment failure is given by NetSpend; (ii) Liberty Tax fails to comply with Section 7; (iii) Liberty Tax continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other than a payment or other obligation addressed in clause (i) or (ii) above), including, without limitation, its obligation to cause Franchisee to comply with the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate terms and you must stop using, de-install and permanently delete all conditions of the applicable SoftwareFranchisee Card Program Agreement, whether modified or merged into other materials and/or Applicationsfor thirty (30) days after written notice of that failure (which describes the failure with reasonable specificity); (biv) all updates and upgrades ceaseany bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by Liberty Tax or, if instituted or commenced involuntarily against Liberty Tax, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (cv) All amounts due under Liberty Tax otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for the benefits of its creditors, or enters into any unpaid invoices will become due and payable immediately; and workout or similar arrangement with its creditors. (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the A Party’s termination of this Agreement and/or an Order Formunder Section 5(b) or 5(c) shall not be its exclusive remedy for any default by the other Party or affect such other Party’s responsibility for performing its obligations under this Agreement. (e) Upon termination of this Agreement, each Party shall cease all theretofore permitted use of the other Party’s name, tradenames, trademarks, servicemarks and logos. (f) Upon termination of this Agreement, NetSpend will cease disbursement of all NetSpend Fees to Liberty Tax, provided that Liberty Tax shall be entitled to all NetSpend Fees that have accrued as of the date of termination.

Term Termination. Except as otherwise stated herein, this This Agreement will be effective on the date we open your Account, which we may refuse to do for any or no reason and remain in effect until terminatedterminated pursuant to this Section. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you You may terminate this Agreement or any Order Form at any time without causefor any reason by contacting us using the contact information specified on the Site. However, we Termination will take effect as soon as reasonably practicable. Your termination of this Agreement will not provide refunds affect your Brokerage Agreement, which will continue in effect. USBI may, for any reason or no reason at all, terminate your Account and this Agreement at any time by giving you notice if the you; (A) are in breach of this Agreement or an Order Form is terminated without causeother agreements with USBI or our affiliates, (B) terminate the Brokerage Agreement or we terminate it, (C) opt-out (or are deemed to have opted-out) of receiving electronic communications from the Service (including by withdrawing your consent to the Electronic Document Agreement), (D) fail to initially fund your Account within 180 days of Account opening, (E) withdraw all assets from your account or have a zero balance in your Account for more than 180 days, (F) do not respond to USBI’s annual review initiation within the specified period and USBI considers the resulting review to be inadequate, or (G) object to the sharing of Client Information with USBI affiliates or third parties providing services to USBI in connection with the Service. Without limiting other remediesIf USBI terminates your Account, it may haveUSBI may, either party at its discretion, terminate the Brokerage Agreement. We may terminate this Agreement or any Order Form immediately on notice and convert your Account to an unmanaged brokerage account supported by USBI’s Wealth Management Advisory Service Team by giving you written notification if (i) the other party materially breaches the Agreement or an Order Form and fails you fail to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses grantedfund your Account to meet the Service Minimum within 90 days, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; maintain the Service Minimum, (c) All amounts resolve Account restrictions (e.g., mail restriction or frozen account due under any unpaid invoices will become due and payable immediately; and to death) or Account trade blocks (such as a request to stop trading, Ineligible Securities are transferred into Account or securities are missing cost basis) within 90 days from the restriction or trade block being added to the Account, or (d) If we are in breachmaintain a valid email address. Following any termination of this Agreement, the investment advisory relationship between USBI and you will end, you will receive a prorated refund assume sole and complete responsibility for any fees paid and all assets in advanceyour Account (if the Brokerage Agreement is not terminated), and USBI will have no further obligations to advise you as to the Service. We may suspend your use You shall be responsible for any transactions or directions initiated prior to termination and you will remain liable to USBI for payment of any indebtedness or obligation to USBI under this Agreement. The provisions of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections Sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "“Personal Information,” “Limitation of Liability", ,” “Miscellaneous – Governing Law,” and "General" “Arbitration Agreement and Disclosure” will survive the termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated hereinThis AGREEMENT shall be deemed to have become effective the 1st day of September 2011, this Agreement and will remain continue in full force and effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form two ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve 2) years four (124) months from through December 31, 2013. In the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by event either party in accordance herewith to this AGREEMENT desires to terminate or unless either party provides modify the provisions of this AGREEMENT, written notice of nonrenewal such intention will be personally served upon or sent by certified mail, return receipt requested, to the other party at least 30 days a minimum of six (6) months prior to the end expiration date or this agreement will be extended one (1) additional year. This agreement will continue thereafter on an annual basis until the proper written notice to terminate or modify is provided. This provision will not prevent the parties from amending this AGREEMENT by mutual written consent. This provision will not prevent, limit or otherwise interfere with the BOARD’s right to terminate the services of the then-current Subscription TermCOUNTY ADMINISTRATIVE OFFICER or the COUNTY ADMINISTRATIVE OFFICER’s right to resign from employment with the COUNTY. We may increase pricing applicable If the BOARD desires to terminate the COUNTY ADMINISTRATIVE OFFICER and she is willing to continue to fulfill her duties, the COUNTY will furnish (a) written notice at least six (6) months prior to the renewal date of official discharge, or (b) a lump sum payment equal to the COUNTY ADMINISTRATIVE OFFICER’s next six (6) months’ compensation (including fringe benefits), or (c) any then-current Subscription Term by providing you with combination of written notice thereofand lump sum payment that totals six (6) months. If the COUNTY ADMINISTRATIVE OFFICER desires to voluntarily resign, including by email, she shall furnish written notice of at least thirty sixty (3060) days prior to the end date she intends to separate from employment with the COUNTY. If the COUNTY ADMINISTRATIVE OFFICER is found guilty of such Term. Unless otherwise indicated on an Order Forma felony, you may the BOARD may, within its discretion, terminate this Agreement AGREEMENT without compensating payment to the COUNTY ADMINISTRATIVE OFFICER. The BOARD or any Order Form its agent must personally serve or send by certified mail, return receipt requested, written notice to the COUNTY ADMINISTRATIVE OFFICER, setting forth with specificity, the grounds for termination at any time without causeleast ten (10) days before the effective termination date. HoweverThis notice provision does not limit the authority of the BOARD to temporarily suspend the COUNTY ADMINISTRATIVE OFFICER or to relieve her from duty in cases of misfeasance, we will not provide refunds malfeasance or nonfeasance if the Agreement action is set forth in writing, stating with specificity the basis for and the degree or nature of the actions. With the exception of termination as a result of her having been found guilty of a felony, if the BOARD notifies the COUNTY ADMINISTRATIVE OFFICER of an Order Form is terminated action to terminate her without cause. Without limiting other remediescompensation, it to suspend her, or to relieve her from duty, with or without pay, she may haveask for arbitration as set forth in Article XII‐DISPUTES, either party may terminate this Agreement or any Order Form immediately on notice if by filing a request in writing with the BOARD within twenty (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3020) days after receipt of being personally served with written notice of the breach; BOARD’s action, or within twenty (ii20) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all days of the applicable SoftwareBOARD sending written notice by certified mail, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formreturn receipt requested.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and continue until no Sales Orders remain outstanding hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue in force for one (1) year from the date of such Sales Order (“Initial Term”). To avoid unintended service interruptions, at the end of the Initial Term, and at the end of each Renewal Term thereafter, the license term granted under each Sales Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will shall automatically renew for successive twelve an additional one (121) month periodsyear term (each, starting the day following the expiration of the previous Subscription a “Renewal Term”), unless either party shall provide written notice to the other party, not less than sixty (60) days prior to such date of expiration, of its election not to renew such license term. The Initial Term and until each Renewal Term are collectively referred to as the “Term.” This Agreement may be terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party party, at least 30 days any time prior to the end expiration of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the has committed a breach of any of its obligations hereunder that has not been cured within thirty (30) days after receipt of notice written notice. This Agreement terminates automatically, with no further action by either party, if: (i) a receiver is appointed for either party or its property; (ii) either party makes a general assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the breachpurpose of seeking a reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated or dissolved; or (iiv) Licensee breaches any obligation related to Licensor’s Intellectual Property rights which has not been cured within 14 days from written notice pertaining to such breach. In the other party becomes insolventevent that the license is terminated for Licensee’s breach of this Agreement, all outstanding Sales Orders shall be immediately terminated. Upon Within fifteen (15) days after termination of a SubscriptionLicensee shall irrevocably erase, the following will apply: (a) All licenses grantedor return to Licensor, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period the Documentation and all copies and portions thereof, and shall provide written certification to Licensor that such destruction or return has been completed. Sections 4 (Limitation of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"Warranty), "Ownership"5 (Disclaimer), "Confidentiality"6 (Indemnification), "Warranty; Disclaimer"8 (Limitations), "11 (Intellectual Property), 12 (Confidential Information), 17 (Term, Termination), 18 (Limitation of Liability"), 20 (Miscellaneous) and "General" 21 (Definitions) will survive the termination of this Agreement and/or an Order Formor expiration hereof.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall come into force on the Effective Date and shall continue in force for the Minimum Period and shall continue thereafter unless or until either Party serves notice of termination. After the end of the Order Form and continues as indicated on Minimum Period, the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees Agreement will renew for successive twelve (12) month periods, starting the day following one­month terms unless either Motorola Solutions or Customer terminate this Agreement as provided herein. Either Customer or Motorola Solutions may terminate this Agreement upon the expiration of the previous Subscription TermMinimum Period or any renewal by providing the other with 30 days advance written notice. If the Agreement is terminated, unless and until terminated by either party in accordance herewith or unless either party provides written Customer will pay all charges owing under the Agreement within 10 days of the payment due date. Termination For Breach Either Party may terminate this Agreement: i) immediately on notice of nonrenewal to if the other party at least 30 days prior commits a material breach of its obligations under this Agreement which is capable of remedy and fails to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least remedy such breach or persists in it after thirty (30) days prior of a written notice requiring it to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement remedy or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form desist; or ii) immediately on notice if (i) the other party materially breaches commits a material breach of the Agreement or an Order Form which cannot be remedied; or iii) on thirty (30) days’ notice if the other party is repeatedly in breach of the Agreement and the overall effect of the breach is material and fails to cure remedy the breach breach(es) within thirty (30) days after receipt of a written notice of the breach; or (iito do so; or iv) immediately on notice if the other party is the subject of a bankruptcy order, or becomes insolvent. Upon termination , or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a Subscriptionreceiver or administrator is appointed over their assets, or if the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all equivalent of any such events under the laws of any of the applicable Software, whether modified or merged into relevant jurisdictions occurs to the other materials and/or Applications; (bparty. v) all updates and upgrades cease; (c) All amounts due under Any failure by the Customer to comply with any unpaid invoices will become due and payable immediately; and (d) of its obligations in the Section titled Customer Responsibilities shall be deemed a material breach of this Agreement. If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software events detailed in such Section occur and Premium Support as applicable the Customer is the defaulting party, Motorola Solutions may, on giving prior notice where practicable, suspend the Service without terminating prejudice to its right to terminate the Agreement. vi) Where the Service is suspended under this Section: the Customer must pay any Charges due for the Service until this Agreement during is terminated; and/or Motorola Solutions shall be entitled to charge the Customer its reasonable costs in restoring the Services following any such period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsuspension.

Term Termination. Except Unless earlier terminated as otherwise stated provided herein, including, without limitation, below in this Section 2.2 as to either or both of the Plants, the initial term of this Agreement will remain in effect until terminated. The term for any Software starts (the "Initial Term") shall commence on the Effective Date and (a) continue through December 31, 2012 for the Tucson Plant, and (b) continue through December 31, 2009 for the GI Plant; provided, however, that the term of the Order Form and continues as indicated on the Order Form this Agreement for either or both Plants may be extended for successive two (2) year periods (each an "Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription TermExtension") and upon your payment by UP if UP provides CXT with written notice of renewal fees will renew for successive twelve such extension (12the "Extension Notice") month periods, starting the day following at least 180 days prior to the expiration of the previous Subscription Initial Term, unless or the then current Extension, for such Plant(s) and until terminated by either party in accordance herewith CXT accepts or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure reject the breach Extension Notice within thirty (30) days after of its receipt thereof. In the event either Party breaches any term or provision of this Agreement and such breach has a material adverse impact on the other Party and frustrates the fundamental purpose of this (a) the non-breaching Party shall furnish written notification to the other specifying the nature of the Material Breach, (b) the breaching Party shall have ninety (90) days following its receipt of such notification (the "Initial Material Breach Cure Period"), or, in the case of a Material Breach that cannot reasonably be cured within the Initial Material Breach Cure Period, such longer period of time, up to a maximum period of 180 days following its receipt of such notification, as may be required to cure such breach as long as the breaching Party commences a cure during the Initial Material Breach Cure Period and works diligently thereafter towards completing such cure (the "Extended Material Breach Cure Period") (the Initial Material Breach Cure Period and any Extended Material Breach Cure Period are referred to collectively hereinafter as the "Material Breach Cure Period"), and (c) if the breaching Party fails to cure the Material Breach within the Material Breach Cure Period the non-breaching Party, at its option, may forthwith terminate this Agreement. Notwithstanding the foregoing paragraph or any other provision of this Agreement, UP shall have the right to immediately terminate this Agreement on sixty (60) days' prior written notice if CXT becomes insolvent, has a receiver appointed to manage it, makes an assignment for the benefit of its creditors, or if a petition in bankruptcy is filed with respect to CXT that is not dismissed within sixty (60) days. In the event either Party breaches any term or provision of this Agreement and such breach does not rise to the level of a Material Breach (a) the non-breaching Party shall furnish written notification to the other specifying the nature of the breach; , and (b) the breaching Party shall have thirty (30) days to cure such breach or, if the breach is one which could not reasonably be cured within such thirty (30) day period, such longer period of time as is necessary so long as the breaching party commences a cure and continues to work diligently towards curing the breach. During the Material Breach Cure Period applicable to a Material Breach that prevents the Production of Ties in the amount agreed under this Agreement, UP may, in a manner consistent with its obligation to mitigate damages and as its exclusive remedy for such failure to Produce, purchase ties from a third party(ies) to replace such lost quantities in any amount not exceeding the lesser of its then current needs, as reasonably determined by UP, or the amount CXT was obligated to have Produced (the "Cover Ties") and (i) the Cover Ties shall count towards the applicable Per Plant Annual Minimum(s) (as such term is defined in Section 2.3, below) and (ii) CXT shall reimburse UP the other party becomes insolvent. Upon termination of a Subscriptionamount, if any, by which the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all cost to UP of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use Cover Ties purchased during such Material Breach Cure Period exceeds the cost of the Software and Premium Support as applicable without terminating this Agreement during Ties that the Cover Ties replaced (the "Cover Tie Cost Differential"). A waiver by the non-breaching Party of any period of material breach. We will give you reasonable notice and a chance to cure breach by the breach before suspending your use breaching Party shall not impair the right of the Software and Premium Support. Suspension will only be non-breaching Party to the extent reasonably necessary until the avail itself of any subsequent breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formhereof.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The is valid for the term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("the “Subscription Term"”). The Subscription Term shall commence when You begin using the Services, or as otherwise set forth in the Order Form. Except as otherwise specified provided in an Order Form issued by SmartFox, Services subscriptions may be renewed under SmartFox’s then current applicable pricing, policies, and terms, subject to SmartFox’s acceptance and Your payment of fees for such Services. In the applicable Order Formevent of any material breach of the Agreement by either party, subscription terms are for twelve (12) months the nonbreaching party shall have the right to terminate the Agreement if such breach has not been cured within 30 days of written notice from the Effective Date nonbreaching party specifying the breach in detail. SmartFox may immediately suspend or cancel Your access to the Services during such cure period if ("Subscription Term"i) You fail to make payment due to SmartFox under the Agreement and upon your do not cure such non payment within ten business days after SmartFox has provided You with notice of renewal fees will renew for successive twelve such failure, or (12ii) month periodsYou violate any provision within Sections 2, starting the day following the expiration 3, or 10.2 of this Agreement. Any suspension by SmartFox of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal Services under the preceding sentence shall not excuse You from Your obligation to make payment(s) under the other party at least 30 days prior to the end of the then-current Subscription TermAgreement. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate If SmartFox terminates this Agreement or any Order Form at any time without cause. HoweverForm, we will not provide refunds if You must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Services for the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice remainder of the breach; or then current term (iieven if earlier terminated) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of under the applicable Software, whether modified or merged into other materials and/or Applications; (bOrder Form(s) all updates plus related taxes and upgrades cease; (c) expenses. All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formwhich by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts commenced on the Effective Date and shall end on February 24, 2014 (the “Employment Period”); provided that (i) the Employment Period shall terminate immediately upon Your resignation (with or without a Change in Circumstance), death or Total Disability, (ii) at Your election, the Employment Period shall terminate upon the consummation of a Change in Control, and (iii) the Order Form and continues as indicated on Employment Period may be terminated by the Order Form ("Term")Company at any time prior to February 24, 2012 for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period shall be effective as specified in a written notice from the applicable Order FormCompany to You. Solely for purposes of determining Your right to compensation under Section 4(b) below, subscription terms are You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless you have a “separation from service” within the meaning of Code Section 409A. (b) If the Employment Period is terminated by the Company prior to February 24, 2012, other than as a result of (i) a termination by the Company for Cause, (ii) Your resignation without a Change in Circumstance, (iii) Your Death or (iv) your Total Disability: (1) You shall continue to be paid the Base Salary for a period of twelve (12) months from following the Effective Date effective date of the termination of Your employment ("Subscription Term"the “Severance Period”), with the payments being made on a semi-monthly basis on the first and fifteenth day of each month and commencing as provided in Section 4(b)(5); (2) You shall receive a pro-rata percentage (based on the actual number of days worked during the applicable period) of all Bonus Payments which You would have otherwise received but for the termination of the Employment Period at the time You otherwise would have received such Bonus Payments but for Your termination; and (3) the health, medical, life, and group life insurance coverage afforded to You (and Your eligible family members and dependents) by the Company or reimbursed by the Company, as set forth in Section 3(c) and upon your (f), shall be continued for the Severance Period; provided, however, that to the extent any such benefits or payments are not exempt from Code Section 409A or the Company is not able to provide such benefits or payments in a manner to comply with Code Section 409A, the Company will make a lump sum payment to You to cover the cost of renewal fees will renew for successive twelve (12) month periods, starting these remaining benefits and payments over the Severance Period no later than the 15th day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to third month following the end of the then-current Subscription Term. We may increase pricing applicable calendar year during which Your employment terminates. (4) You shall be entitled to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds foregoing severance payments and benefits if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches Company the Agreement or an Order Form General Release in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the General Release has become effective, and only for so long as You have not revoked or breached the provisions of the General Release or breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled any other party becomes insolventsalary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans. (5) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by You of a release of claims, You shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Your termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: a) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. b) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. c) The Company may provide, in its sole discretion, that You may continue to participate in any benefits delayed pursuant to this Section during the period of such delay, provided that You shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse You the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to You, in each case had such benefits commenced immediately upon Your termination of a Subscription, employment. Any remaining benefits shall be reimbursed or provided by the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Company in accordance with the schedule and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; procedures specified herein. (c) All amounts due In the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans and the Company shall pay You for any unpaid invoices will become due and payable immediately; and reimbursable expenses owed to you through the effective date of the termination or Your employment. (d) If we are in breachIn the event that Your employment is terminated due to Your death, you the Company will receive provide Your eligible family members and dependents with medical insurance coverage under the Company’s then current benefit plans for a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We three (3) months following your death. (e) The Company will give you reasonable notice and continue to maintain the insurance coverage described in Section 3(e) for a chance to cure the breach before suspending your use period of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive thirty-six (36) months after the termination of Your employment, regardless of the reason therefor. (f) If required by Code Section 409A due to You being a “specified employee” as defined in Code Section 409A, any amounts payable to You during the first six months and one day following the date of termination pursuant to Section 4(b) shall be deferred until the date which is six months and one day following such termination (and the first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement and/or an Order Formhad such payments commenced immediately upon Your termination of employment, and any payments thereafter shall continue as provided herein).

Term Termination. Except (a) This Agreement shall be effective as otherwise stated herein, this Agreement will remain of the Effective Date and shall continue in effect until terminated. The term for any Software starts on the Effective Date terminated upon ninety (90) days prior notice of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated termination given by either party at anytime, unless sooner terminated in accordance herewith or unless either party provides written notice with the terms of nonrenewal to this Agreement (the other party at least 30 days prior to the end “Term”). Unless otherwise set forth in an SOW, each SOW shall be effective as of the then-current Subscription Term. We may increase pricing applicable to effective date set forth in the renewal SOW and shall continue in effect until thirty (30) days after completion of any then-current Subscription Term the Services described in such SOW unless terminated by providing you with notice thereof, including by email, at least Warner upon thirty (30) days prior notice or otherwise terminated in accordance with the terms of this Agreement. If this Agreement is terminated, its terms and conditions shall continue to be applicable to any SOW issued hereunder and still in effect as of the date of termination. (b) In the event of termination of an SOW by Warner, Eurand shall be paid for Services performed pursuant to such SOW to the end date of termination, costs associated with concluding any testing and revision of final reports as required in the SOW to the extent requested by Warner at the time notice of termination is delivered, and any non-cancelable costs incurred by Eurand prior to the date of notice of termination, so long as such Term. Unless otherwise indicated on an Order Form, you may terminate Services were not performed in whole or in part in furtherance of a breach of this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either SOW. (c) Either party may terminate this Agreement or any Order Form immediately on SOW upon thirty (30) business days’ prior written notice if (i) to the other in the event of a breach of a material term and/or condition hereunder, provided that the breaching party materially breaches shall have the Agreement or an Order Form and fails opportunity to cure the breach within the notice period. If the breach is cured to the aggrieved party’s reasonable satisfaction, this Agreement or the SOW, as applicable, shall continue in full force and effect unless otherwise terminated as provided herein. (d) Either party may terminate this Agreement or any SOW if the other party hereto becomes insolvent, files a petition under any bankruptcy or insolvency act or has any such petition filed against it, provided that in the event of any involuntary petition filed against a party, the affected party shall have thirty (30) days after receipt from the date of notice of filing thereof to discharge the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsame.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of the Order Form and continues as indicated shall terminate on the Order Form April 30, 2024 ("“Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party subject to earlier termination in accordance herewith or unless either party provides written notice of nonrenewal to with the other party at least 30 days prior to provisions hereof. This Agreement may be renewed, in writing, as mutually agreed by the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Parties. A Party may terminate this Agreement or any Order Form at any time without causecause with sixty (60) days written notice to the other Party subject to Section 2.1(c) hereof. HoweverDespite clause 2.1(b) above, we will not provide refunds and subject to the terms set out herein, if the PO is acting as an REB Host Institution for a Clinical Study or Clinical Studies at the time of expiration or early termination of this Agreement, the PO shall continue in such role until the applicable End of Study Date for all such Clinical Studies. Notwithstanding the foregoing, in the event that the PO, acting reasonably, advises CTO in writing that it is unable or it is impracticable for it to continue to fulfill its obligations as the REB Host Institution for a Clinical Study or Clinical Studies, CTO will work with the PO and the affected Recruiting Sites to find an alternative REB Host Institution to act as the REB of Record for such Clinical Study or Clinical Studies. In such case the REB Host Institution shall continue to act as the REB of Record until such time as an alternate REB of Record(s) is engaged. A PO which is acting as a Recruiting Site in any Clinical Study submitted through the CTO SRERS and which intends to continue as a Recruiting Site in such Clinical Study after the date of termination of this Agreement, must continue to meet its obligations for such Clinical Study and allow the REB of Record to provide ethical oversight irrespective of the date of termination of this Agreement. Notwithstanding any other provision of this Agreement, following the date on which this Agreement has expired under Section 2.1(a) or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may the date that a Party has given written notice of intent to terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscriptionunder Section 2.1(b), the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of PO shall not be selected by CTO to act as the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund REB Host Institution for any fees paid in advancenew Clinical Studies. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Expiration or termination of this Agreement and/or an Order Formshall not relieve any Party of any obligation accrued prior thereto which is intended to survive expiration or termination.

Term Termination. Except Your employment is on a temporary and interim basis pending the Company hiring a permanent President and Chief Executive Officer; upon such hiring, your employment will end automatically without further notice to you and without any termination pay or severance pay or similar payments or benefits (except as otherwise stated hereinmay require by the ESA as set out in the following paragraph). At any time and for any reason, the Company may terminate your employment. On any termination for just cause, no notice of termination, termination pay or severance pay or similar payments or benefits will be provided. Otherwise, the Company’s sole obligation in such circumstances will be to provide you with the minimums mandated by the Employment Standards Act, 2000 (Ontario) or such other employment/labour standards governing your employment with the Company (the “ESA”) including all requirements set out in the ESA with respect to notice of termination or termination pay in lieu of notice of termination, severance pay (if applicable) and continuation of benefits (if any); for certainty, the foregoing is deemed to satisfy all of the Company’s obligations in connection with the termination of your employment, whether statutory, contractual or at common law. You agree to provide four weeks’ advance written notice of your intention to resign your employment. The Company may waive the notice, in whole or in part, subject to the Company’s obligation to pay you your base salary until the effective date of resignation. Upon any cessation of your employment with the Company (howsoever caused), you will be paid all compensation earned by you up to the date that you cease employment or as may be required by the ESA; no additional payments or benefits following the date of the cessation of your employment will be provided to you other than as specifically set out in this Agreement. The provisions of the ESA shall be deemed to be incorporated into this Agreement; as legislation is changed, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues shall be deemed amended so as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you comply with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be legislation to the extent reasonably necessary until greater wages or benefits are provided therein. For greater certainty, in no circumstances shall you be provided any less than the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation minimum requirements of Liability", and "General" survive the termination of this Agreement and/or an Order FormESA.

Term Termination. Except as otherwise stated herein, 7.1. The initial term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue for one (1) year thereafter ("Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either party elects not to renew the Agreement by giving at least ninety (90) days prior written notice of termination to the other party before the end of the Order Form then current term (the Initial Term and continues all Renewal Terms are collectively referred to as indicated on the Order Form ("Term"). Except as otherwise specified in Notwithstanding the applicable Order Formforegoing, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will MSRB may elect to not renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement only in circumstances where the Service is no longer being offered generally to subscribers or an Order Form where Subscriber is terminated without causein breach of this Agreement. 7.2. Without limiting other remedies, it may have, either Either party may terminate this Agreement or upon written notice in the event of any Order Form immediately on notice if (i) breach of this Agreement by the other party, which breach is not cured to the reasonable satisfaction of the non-breaching party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of written notice of such breach to the breach; breaching party. 7.3. This Agreement shall automatically terminate in the event that (i) either party has a petition filed by or against it under any state or federal bankruptcy or insolvency laws (or their foreign equivalents) which petition has not been dismissed or set aside within sixty (60) days of filing, or (ii) the other either party becomes insolventdissolves or ceases business operations. 7.4. Upon termination of a Subscriptionthis Agreement, and provided the MSRB is still the official online repository for municipal securities disclosure documents, Subscriber agrees to include on any electronic media where such Public Documents, as applicable may be accessed by Subscriber's clients and/or employees the following disclaimer: "Important Notice regarding Municipal Securities Disclosures As of / / Subscriber discontinued its subscription to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) Service. The discontinuation of this subscription means disclosure filings and notices required to be filed through XXXX under Rule 15c2-12 and MSRB Rule G-32 will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all not be provided to the Subscriber by the MSRB through XXXX as of such date. [Clients using this service][Employees/Associates] should review potential implications of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use discontinuation of XXXX on the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled service."Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts commenced on the Effective Date and shall end on February 26, 2015 (the “Employment Period”); provided that (i) the Employment Period shall terminate immediately upon Your resignation, death or Total Disability and (ii) the Employment Period may be terminated by the Company at any time prior to the expiration of the Order Form and continues as indicated on the Order Form ("Term")Employment Period for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period shall be effective as specified in the applicable Order Form, subscription terms are for twelve (12) months a written notice from the Effective Date Company to You. Solely for purposes of determining Your right to compensation under Section 4(b) below, You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless You have a “separation from service” within the meaning of Code Section 409A ("Subscription Term"as defined below). (b) and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting If the day following Employment Period is terminated by the Company prior to the expiration of the previous Subscription TermEmployment Period without Cause: (1) You shall continue to be paid the Base Salary for a period beginning on the effective date of the termination of Your employment and ending on February 26, unless 2015 (the “Severance Period”), with the payments being made on a bi-weekly basis on the first and until terminated fifteenth day of each month and commencing as provided in Section 4(b)(5); (2) The health, medical, life and group life insurance coverage afforded to You (and Your eligible family members and dependents) by either party the Company or reimbursed by the Company, as set forth in accordance herewith or unless either party provides written notice of nonrenewal Section 3(c) (other than disability insurance coverage), shall be continued for the Severance Period; provided, however, that to the other party at least 30 days prior extent any such benefits or payments are not exempt from Code Section 409A or the Company is not able to provide such benefits or payments in a manner to comply with Code Section 409A, the Company will make a lump sum payment to You to cover the cost of these remaining benefits and payments over the Severance Period no later than the 15th day of the third month following the end of the then-current Subscription Term. We may increase pricing applicable calendar year during which Your employment terminates. (3) You shall be entitled to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds foregoing severance payments and benefits if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches Company the Agreement or an Order Form General Release in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the General Release has become effective, and only for so long as You have not revoked or breached the provisions of the General Release or breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled to any other party becomes insolventsalary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans. (4) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by You of a release of claims, You shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Your termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: a) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. b) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. c) The Company may provide, in its sole discretion, that You may continue to participate in any benefits delayed pursuant to this Section during the period of such delay, provided that You shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse You the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to You, in each case had such benefits commenced immediately upon Your termination of a Subscription, employment. Any remaining benefits shall be reimbursed or provided by the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Company in accordance with the schedule and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; procedures specified herein. (c) All amounts due Subject to Section 2(b), in the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans and the Company shall pay You for any unpaid invoices will become due and payable immediately; and reimbursable expenses owed to You through the effective date of the termination or Your employment. (d) If we are in breachIn the event that Your employment is terminated due to Your death, you the Company will receive provide Your eligible family members and dependents with medical insurance coverage under the Company’s then current benefit plans for a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We three (3) months following Your death. (e) The Company will give you reasonable notice and continue to maintain the insurance coverage described in Section 3(e) for a chance to cure the breach before suspending your use period of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive thirty-six (36) months after the termination of Your employment, regardless of the reason therefor. (f) If required by Code Section 409A due to You being a “specified employee” as defined in Code Section 409A, any amounts payable to You during the first six months and one day following the date of termination pursuant to Section 4(b) shall be deferred until the date which is six months and one day following such termination (and the first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement and/or an Order Formhad such payments commenced immediately upon Your termination of employment, and any payments thereafter shall continue as provided herein).

Term Termination. Except as otherwise stated hereinThe initial term of this Agreement shall begin on the date executed by the County Board of Supervisors and shall end on December 31, 2023 (the “Initial Term”). Thereafter, on each subsequent January 1, this Agreement will remain shall be considered automatically extended for an additional year, provided the League has received a reservation in effect until terminated. The term good standing for any Software starts on the Effective Date of Fields during the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day calendar year following the expiration of the previous Subscription Termsubsequent January 1, unless and or until terminated by as provided for in this Agreement. During the Initial Term of this Agreement and any extended term, either party in accordance herewith or unless either party provides may, without cause, terminate this Agreement without cause by providing written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty ninety (3090) days prior to the end date of such Termtermination. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at At any time without cause. Howeverthroughout the term of this Agreement, we will should the League not provide refunds if comply with any condition of the Agreement or an Order Form is terminated without cause. Without limiting other remediesAgreement, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches County shall notify League and give the Agreement or an Order Form and fails to cure the breach within League thirty (30) calendar days after to correct the failure to comply. If the failure to comply is not corrected within that period of time or if it cannot be corrected within that 30-day period and significant steps, as determined by the County, have not been taken to correct the non-compliance, this Agreement may be terminated at the sole discretion of the County and League will no longer have rights to use of the Use Area. Failure by the League to comply with any of the safety, indemnification and/or insurance provisions of this Agreement shall be grounds for immediate termination. Upon notice of termination by either party, League shall ensure the County has access and possession of all Park accessories, other than those identified in Exhibit 3, that are located within the Park (“Accessories”). Exhibit 3 may be modified in writing upon written consent of the League and the Director of Parks and Open Space. League shall ensure that all Accessories are in good order, condition and state of repair, ordinary wear and tear excepted. If the County determines that the Accessories are not left in satisfactory condition, the County shall submit to the League a list of corrections to be made to the Accessories. The League shall, at its sole expense and within fifteen (15) days of receipt of notice of such notice, perform the breach; or (ii) corrections to the other party becomes insolventAccessories. If said corrections are not performed within the stated time frame, the County may perform the corrections to the Accessories, use the deposit identified in Section 3, and/or bill the League for all costs, including, but not limited to, labor, parts and administrative charges, associated with the corrections. Upon termination of a Subscriptionthis Agreement, the following will apply: parties agree that that County may elect to require that any or all Accessories be removed by the League. If the County requires the League to remove an Accessory, the League shall remove it (aincluding all improvements and equipment, with the exception of any concrete foundations) All licenses grantedwithin ninety (90) days of notice of termination. Should an Accessory not be timely removed by the League, except the County may remove the Accessory and the League shall pay for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be costs related to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formremoval.

Term Termination. Except as otherwise stated herein(a) The Employment Period shall end on the third annual anniversary of the date hereof; provided that (i) the Employment Period shall terminate prior to such date upon Executive's death, this Agreement will remain in effect until terminated. The term resignation or Disability; (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause; (iii) the Employment Period may be terminated by Executive at any time for any Software starts on reason (a "Voluntary Termination"); and (iv) unless each party is notified in writing within 30 days before the Effective Date third annual anniversary of the Order Form and continues as indicated on date hereof or the Order Form end of a Renewal Period, the Employment Period shall automatically be extended for additional one year periods (each such period, a "TermRenewal Period"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve . (12b) months from the Effective Date Upon ("Subscription Term"1) and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration a Voluntary Termination of the previous Subscription Termemployment relationship by Executive other than within 10 days of a Good Reason Event or (2) termination of the Executive's employment relationship by the Company for Cause, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Employment Period (the "Term. We may increase pricing applicable "), all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall cease and terminate as of the renewal date of such termination; provided, however, that any then-current Subscription Term salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by providing you with notice thereof, including by email, at least thirty or accrued for the benefit (30c) days Upon a termination of Executive's employment prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting Term other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if than (i) a termination by the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Company for Cause or (ii) a Voluntary Termination of the employment relationship by Executive other party becomes insolvent. Upon termination than within 10 days of a SubscriptionGood Reason Event, the Executive shall be entitled, in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to receive his Base Salary, payable bi-weekly, and fringe benefits, as if Executive's employment (which shall cease on the date of such termination) had continued for the twelve (12) months following will apply: termination; provided, that in the event Executive's employment is terminated for the reasons set forth in clauses (ai) All licenses grantedor (ii) above, except Executive shall be required to use his reasonable best efforts to obtain, as expeditiously as possible, employment with at least comparable salary and responsibilities commensurate with those set forth herein. In such event, Executive's right to receive the amounts and benefits set forth in this SECTION 9(c) shall terminate. Notwithstanding the foregoing, if Executive obtains employment in accordance with this SECTION 9(c) and the salary to be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all the remainder of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advanceseverance period. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.MISCELLANEOUS PROVISIONS

Term Termination. Except as otherwise stated herein, this (a) This Agreement will shall commence upon execution of the Member Agreement and remain in effect until terminated. The term for any Software starts on Customer’s subscription or access to the Effective Date of the Order Form and continues Service (as indicated on the Order Form ("Term"). Except as otherwise specified more fully described in the applicable Order FormMember Agreement) expires, subscription terms are or until this Agreement is otherwise terminated as provided for twelve in this Section 7 or the Member Agreement (12“Term”). (b) months from Either party may immediately terminate this Agreement in the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to event the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal commits a material breach of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end provision of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will which is not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach cured within thirty (30) days after receipt of written notice of from the non-breaching party. Such notice shall expressly state the reasons for the claimed breach in sufficient detail so as to provide the breaching party a meaningful opportunity to cure such alleged breach; or . (iic) the other party becomes insolvent. Upon termination of a Subscriptionthis Agreement in accordance with this Section, Customer’s Account and right to access and use the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, Service will terminate and you must stop usingimmediately. If this Agreement is terminated for any reason other than a termination expressly permitted by this Agreement, de-install and permanently delete Customer agrees that GoReact shall be entitled to all Fees due pursuant to this Agreement for the entire Term. However, if this Agreement is terminated as a result of a material breach on GoReact’s part, GoReact shall refund the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under unused portion of any unpaid invoices will become due and payable immediately; and prepaid subscription Fees pursuant to this Agreement. (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Following expiration or termination of this Agreement and/or an Order FormCustomer’s use of the Service, GoReact may immediately deactivate Accounts of Customer and its Users and, following a period of thirty (30) days, shall delete such Accounts, including all Submissions and Customer Data therein. During this 30-day period and upon reasonable written request, GoReact will grant Customer limited access to the Service for the sole purpose of retrieving Submissions and Customer Data. GoReact shall not be liable to Customer or any third party for any termination of access to the Service or deletion of Submissions or Customer Data. (e) GoReact reserves the right to suspend access to any Account and/or use of the Service in its reasonable discretion for any actual or suspected breach of this Agreement and/or any security, performance, or acceptable use-related issues in connection with the Account. Such suspension may apply to the entire Account and/or any sub-accounts. Customer agrees that GoReact shall not be liable for any results of suspension of the Service pursuant to this paragraph. GoReact will use commercially reasonable efforts to notify Customer of any material modifications or discontinuations of the Service. Any future release, modification, update, or other addition to the functionality of the Service shall be subject to this Agreement.

Term Termination. Except as otherwise stated herein, this The Pre-paid Transaction Services Agreement will remain and these Terms and Conditions shall be effective commencing on the date that the last party executes the Pre-paid Transaction Services Agreement and shall continue in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to with this Section. During the other party at least 30 first 90 days prior to after the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end effective date of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if agreement (the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have“Initial 90 Days”), either party may terminate this the Pre-paid Transaction Services Agreement and these Terms and Conditions immediately upon written notice to the other party. After the Initial 90 Days, either party may terminate the Pre-paid Transaction Services Agreement and these Terms and Conditions upon 90 days written notice; provided, however, that if either party is in material breach of the Pre-paid Transaction Services Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form these Terms and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a SubscriptionConditions, the following will apply: (a) All licenses granted, except for fullynon-paid, perpetual licenses, will breaching party may terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until if the breach is curednot cured within ten business days after delivery to the breaching party by the non-breaching party of written notice of such breach. The parties' rights If Merchant terminates after the Initial 90 Days, and obligations does not provide at least 90 days notice of its intent to terminate, Merchant shall pay VIP a fee of $500 for each POS terminal that VIP has delivered to Merchant. Notwithstanding any of the foregoing, VIP may terminate the Pre-paid Transaction Services Agreement and these Terms and Conditions immediately upon written notice if Merchant has had two or more Returned ACH’s. Termination for Cause: VIP may terminate the Agreement with the Merchant for cause immediately upon written notice to Merchant for the following: a) misrepresents the VIP and/or Provider Services or misrepresents its relationship with VIP and/or Provider; b) falsifies information submitted to VIP and/or Provider to which payment is made to Merchant, including by or through fraudulent means (such as false representation of the identity of the customer); c) misuses or modifies any Marks, or uses any Marks without VIP and/or Provider written consent; d) conducts unauthorized marketing or advertising or otherwise breaches the Section 9 of this Agreement; e) fails to safeguard access to the VIP and/or Provider information and systems to unauthorized persons or entities; f) Closes its business, initiates voluntary or involuntary bankruptcy, insolvency, or relief or debtors proceedings, which are not discharged or terminated within 30 days, or makes an assignment for the benefit of its creditors. g) Fails to pay amounts when due; h) Subcontracts or attempts to subcontract, any of its duties under this section and sections entitled "Financial Terms"Agreement; i) Fails to comply with any laws, "Ownership"ordinances, "Confidentiality", "Warrantyrules or regulations; Disclaimer", "Limitation of Liability", and "General" survive the termination or j) Breaches a representation or warranty of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, Xx. XxXxxxxxx’x employment under this Agreement will remain shall be for an unspecified term on an “at will” basis. This Agreement may be terminated by The Company upon No written notice, and by Xx. XxXxxxxxx upon Two weeks written notice. If The Company shall so terminate this Agreement, Xx. XxXxxxxxx shall be entitled to compensation for One year of base salary, bonus and benefits (including health care and life insurance as applicable) beyond the termination date of such termination, unless Xx. XxXxxxxxx is in effect until terminatedviolation of this Agreement. If Xx. XxXxxxxxx is in violation of this Agreement, The Company may terminate employment with cause without notice and with compensation to Xx. XxXxxxxxx only to the date of such termination. As used in this Agreement, the term “Cause” shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The term compensation paid under this Agreement shall be Xx. XxXxxxxxx’x exclusive remedy. If Xx. XxXxxxxxx’x employment is terminated by The Company without cause, Xx. XxXxxxxxx shall continue to receive his base salary, bonus and benefits (including health care and life insurance as applicable) for any Software starts on a period of One year of base salary from the Effective Date effective date of termination (the Order Form and continues as indicated on the Order Form ("Term"“Severance Period”). Except The salary and fringe benefits to be paid are referred to herein as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal “Termination Compensation.” Xx. XxXxxxxxx shall not be entitled to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if Termination Compensation unless: (i) the other party materially breaches the Agreement Xx. XxXxxxxxx complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or an Order Form inventions assignment agreement that Xx. XxXxxxxxx signed, and fails (ii) Xx. XxXxxxxxx executes and delivers to cure the breach within thirty (30) days The Company, after receipt of a notice of termination, a release in form and substance acceptable to The Company, by which Xx. XxXxxxxxx releases The Company from any obligations and liabilities of any type whatsoever under this Agreement, except for The Company’ obligations with respect to the breach; Termination Compensation, and that release shall not affect Xx. XxXxxxxxx’x right to indemnification, if any, for actions taken within the scope of his employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for Xx. XxXxxxxxx’x release. If Xx. XxXxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xx. XxXxxxxxx to continue to perform his duties hereunder for the full notice period, or (ii) the other party becomes insolventterminate Xx. Upon XxXxxxxxx’x employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of a SubscriptionXx. XxXxxxxxx ’s employment by The Company. Unless otherwise provided by this Section, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate all compensation and you must stop using, de-install and permanently delete all benefits paid by The Company to Xx. XxXxxxxxx shall cease upon his last day of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formemployment.

Term Termination. Except as otherwise stated hereinIf the Service has been provided to Customer on a trial basis, on expiration of such trial period, if Customer has not executed an Order Form, this Agreement will remain in effect until terminatedautomatically terminate. The term for In any Software starts other event, this Agreement commences on the Effective Date signature date of the Order Form and continues as indicated on the Order Form ("Term"). Except as and, unless agreed otherwise specified in the applicable Order Form, shall continue in effect for the subscription terms are for twelve period outlined in the Order Form (12) months from the Effective Date ("Subscription “Initial Term") and upon your payment of renewal fees ”). After the Initial Term, the Agreement will automatically renew for successive twelve subscription periods as specified in the Order Form (12) month periodseach, starting the day following the expiration of the previous Subscription a “Renewal Term”), unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to terminates the Agreement by giving the other party at least a 30 days prior to written notice before the end expiry of the then-current Subscription applicable Initial Term or Renewal Term (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). We may increase pricing applicable Subject to the renewal of any then-current Subscription Term by providing you with notice thereofSection 12.4, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either each party may terminate this Agreement or any Order Form immediately on by giving written notice if to the other party if: (i) the other party materially breaches the this Agreement or an Order Form and fails to cure the breach within thirty (30) 7 days after receipt of being given written notice of thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the other party becomes is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination If Customer fails to pay any fees due to Lusha by their due date (under Section 11); commits any act or omission which, in the opinion of Lusha, is or could be prejudicial to its interests or subject Lusha to liability; uses the Service in a Subscriptionmanner that poses a security risk to or may adversely affect the Service; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to: unilaterally suspend or discontinue the provision of the Service to Customer (“Suspension”) for 14 (fourteen) days (“Suspension period”) or such other reasonable time as agreed between the parties; If Customer remedies the cause of the Suspension during the Suspension Period, the following Suspension will apply: (a) All licenses grantedimmediately, except for fully-paidor as soon as practicably possible thereafter, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all be lifted. If Customer fails to remedy the cause of the applicable SoftwareSuspension within the Suspension Period, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advanceLusha reserves the right to terminate the Agreement with immediate effect. We may suspend your use claim specific performance of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and Customer’s obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "WarrantyAgreement; Disclaimer", "Limitation of Liability"or immediately terminate this Agreement, and "General" survive in all cases, be entitled to claim from Customer whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in Section 10. On termination of this Agreement and/or an Order Formfor any reason, Customer will (i) immediately cease use of the Service; and (ii) all payments will be accelerated and become due and payable. On termination resulting from Customer's breach of the Agreement, Customer shall: (i) immediately provide Lusha a complete list of all third parties to which Customer disclosed the Data; and (ii) irrevocably delete, and cause any third party that the Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Service. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph. Sections 3, 5, 6, 8, 9, 10, 12, 14, 15 and 16 shall survive any expiration or termination of this Agreement.

Term Termination. Except as otherwise stated herein, this Agreement will remain This Addendum A for Hardware Maintenance and Software Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule 5-1 (the Order Form and continues as indicated on the Order Form ("Initial Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Term, unless and this Addendum A shall automatically renew for an unlimited number of successive Two Year Periods (each a "Renewal Period") until this Agreement is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party's written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement the Initial Term or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Agreement, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after CONTRACTOR notifies COUNTY that it is no longer able to procure replacement parts that may be needed in order to perform the Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the Equipment or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCOUNTY's jurisdiction, you will receive a prorated refund for or (e) the date which is thirty (30) days after COUNTY fails to pay any fees paid in advanceamount due to CONTRACTOR under this Agreement. We may suspend your use Upon the termination of the license, COUNTY shall immediately return the Software and Premium Support as applicable without terminating this Agreement during Documentation (including any period of material breach. We will give you reasonable notice and a chance all copies thereof) to cure the breach before suspending your use of CONTRACTOR, or (if requested by CONTRACTOR) destroy the Software and Premium Support. Suspension will only be Documentation and certify in writing to the extent reasonably necessary until the breach is curedCONTRACTOR that such destruction has occurred. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formshall not relieve COUNTY of its liability to pay any amounts due to CONTRACTOR hereunder and shall only entitle COUNTY to a prorated refund of any fees already paid to CONTRACTOR in the event that this is Agreement is terminated pursuant to subsection 1(c) or 1(d) above.

Term Termination. Except The term shall commence as otherwise stated herein, of the date you sign this Agreement will and shall remain in full force and effect each month until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until this agreement is terminated by either party in accordance herewith you or by PPD; this Agreement shall automatically renew each month unless either party provides thirty (30) days advanced written notice of nonrenewal its intent to terminate the other party at least 30 days Agreement prior to the end of the then-current Subscription Termoperative term. We may increase pricing applicable If you wish to terminate the Agreement in accordance with these Terms and Conditions, please send such notice to the address listed in the notice section hereinbelow. For memberships, you agree to pay PPD a fee of $125.00 per month, which will be directly withdrawn/ACH debited from your credit or debit account or bank account upon signature of this document and in accordance with the automatic withdraw authorization form which must be completed in conjunction concurrently. Thereafter, PPD will xxxx you on a monthly basis for the term of the Agreement, as well as any renewal terms (if applicable). PPD reserves the right to provide notice of its intent to change it fees, provided however that any then-current Subscription Term by providing you with notice thereof, including by email, at least such change in fees shall only take effect upon thirty (30) days advanced written notice prior to the end of such Termthe operative term. Unless otherwise indicated on an Order FormYou may cancel this Agreement at no cost to you by notifying PPD within fourteen (14) days of registration. After the fourteenth (14th) day, you are bound by the Terms and Conditions set forth herein, and you agree to pay PPD for all fees incurred during the operative term, as may terminate be applicable. PPD reserves the right to contract with third party vendors to provide the Products and Services. By entering into this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachwith PPD, you will receive a prorated refund be provided with access to the Products and Services, the details of which will be supplied to you following completion of the registration process. If any information you provide is untrue, inaccurate or not current, or if PPD has reasonable grounds to suspect that such information is untrue, inaccurate or not current, PPD, at its sole and absolute discretion, has the right to suspend or terminate your access to, and use of, any Products, Product Websites and/or Content, or suspend or terminate any portion thereof. You further agree that you will not hold PPD liable if PPD suspends or terminates your use of, or access to, any Products, Product Websites or Content, or any portion thereof, for any reason whatsoever. Only the individual who enters into this Agreement with PPD will be entitled to the rights and membership benefits provided hereunder. In the event that PPD determines you are sharing your membership benefits with a non-member or in any other way that violations this Agreement, PPD reserves the right to suspend and/or revoke your membership. In such instance, you agree to immediately pay all membership fees paid in advance. We may suspend your use that would be due and owing through the end of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use operative term of the Software and Premium Support. Suspension will only Agreement, as may be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formapplicable.

Term Termination. Except as otherwise stated herein7.1 Unless terminated sooner pursuant to the terms hereof, this Agreement will remain LICENSE AGREEMENT shall become effective as of the EFFECTIVE DATE and shall continue in full force and effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of LICENSEE's obligation to pay royalties hereunder. [***] Confidential treatment requested. 7.2 If (i) LICENSEE files a petition in bankruptcy or for the previous Subscription Termappointment of a receiver or trustee, (ii) LICENSEE proposes a written agreement of composition or extension of its debts or makes an assignment for the benefit of its creditors, or (iii) an involuntary petition against LICENSEE is filed in any insolvency proceeding and such petition is not dismissed within sixty (60) days after filing, LICENSOR may terminate this SUBLICENSE AGREEMENT. 7.3 Upon any material breach of or default under this SUBLICENSE AGREEMENT by LICENSEE, or otherwise upon the abandonment of the entire Development Plan under Article 6(b)(2) hereof, LICENSOR may terminate this SUBLICENSE AGREEMENT, partially or in its entirety, by forty-five (45) days written notice to LICENSEE. Said notice shall become effective at the end of said period, unless and until terminated by either party in accordance herewith during said period LICENSEE shall cure such breach or unless either party provides default. 7.4 Notwithstanding any contrary term or implication of this SUBLICENSE AGREEMENT, LICENSEE may terminate this entire SUBLICENSE AGREEMENT on sixty (60) days advance written notice of nonrenewal to the LICENSOR for any reason, whereupon LICENSEE will not be obligated to make any further payments to LICENSOR other party at least 30 days than those payments accruing prior to such termination. In no event shall LICENSEE be entitled to a refund for any payments made or accrued prior to the end date of the then-current Subscription Term. We may increase pricing applicable termination. 7.5 Notwithstanding any other provision of this LICENSE AGREEMENT to the renewal of any thencontrary, this LICENSE AGREEMENT may be terminated in countries other than the United States or the WESTERN EUROPEAN TERRITORY without cause, on a country-current Subscription Term by-country basis, by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form LICENSEE at any time without causeupon six (6) months prior written notice to LICENSOR. HoweverUpon such termination, we will not provide refunds if those rights granted to LICENSEE hereunder with respect to the Agreement or an Order Form countries for which this LICENSE AGREEMENT is terminated without causeshall revert to LICENSOR for the benefit of LICENSOR. Without limiting Further, in the event of any such termination, LICENSEE shall comply with the provisions of paragraph 7.7 hereof with respect to the LICENSED KNOW-HOW and regulatory approvals and filings as they relate to such terminated countries and in addition shall provide LICENSOR with access to any regulatory filings and approvals outside the terminated countries which are necessary or useful for LICENSOR, or its designee, to obtain health regulatory approval to market a LICENSED PRODUCT in the terminated countries. LICENSEE agrees to provide LICENSOR with any required authorization letters to effectuate such access. 7.6 Upon termination of this SUBLICENSE AGREEMENT for any reason, other remediesthen by expiry of the PATENT RIGHTS, all rights granted hereunder shall revert to LICENSOR for the benefit of LICENSOR. Upon termination, at LICENSOR's written request, LICENSEE agrees to assign any sublicense rights which it may havehave granted under the PATENT RIGHTS to LICENSOR, either party may terminate or to such legal entity specified by LICENSOR, and such sublicense shall survive termination of this Agreement or any Order Form immediately on notice if SUBLICENSE AGREEMENT, provided that the SUBLICENSEE continues to abide by the terms of the sublicense so assigned to LICENSOR. 7.7 Upon termination of this LICENSE AGREEMENT other than by expiration in accordance with Article 7.1, LICENSEE undertakes: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt deliver to LICENSOR all copies of notice of the breach; or any LICENSED KNOW-HOW in its possession; (ii) not to use the other party becomes insolvent. LICENSED KNOW-HOW as long as it has to be kept confidential under Article 5 hereof; (iii) to transfer to LICENSOR, at LICENSOR's request, copies of all KNOW-HOW developed by LICENSEE concerning LICENSED PRODUCT, and all health regulatory approvals and regulatory filings relating to LICENSED PRODUCTS; (iv) to the extent requested by LICENSOR, to transfer to LICENSOR or its designee responsibility for and control of ongoing LICENSED PRODUCTS development work, including contracts with Third Parties for such work, where permissible in accordance with such contracts and only where such contracts apply solely to development work for the LICENSED PRODUCTS, in an expeditious and orderly manner with the costs for such work to be assumed by LICENSOR or its designee as of the date of such transfer; (v) to the extent requested by LICENSOR, to transfer to LICENSOR or its designee all inventory of LICENSED PRODUCTS and materials and equipment for manufacture of LICENSED PRODUCTS at a mutually agreeable price not to exceed LICENSEE's fully amortized standard cost; and (vi) grant to LICENSOR an irrevocable, exclusive worldwide paid-up license under any patents or LICENSED KNOW-HOW owned or controlled by LICENSEE, with the right to grant sublicenses, to make, have made, use and sell LICENSED PRODUCTS. 7.8 LICENSEE's obligations to report to LICENSOR and to pay royalties to LICENSOR as to any LICENSED PRODUCT made or USED under a license or an immunity granted pursuant to this SUBLICENSE AGREEMENT prior to termination or expiration of this SUBLICENSE AGREEMENT shall survive such termination or expiration and any termination of this SUBLICENSE AGREEMENT shall be subject to this Article 7.8. 7.9 Upon any termination of this LICENSE AGREEMENT, Articles 5.1, 7.7, 7.10, 11 and 13 survive such termination and continue in force and effect to the extent necessary to effectuate such provisions. 7.10 Upon termination of a Subscriptionthis SUBLICENSE AGREEMENT other than by expiry of the PATENT RIGHTS, LICENSEE shall have no right under the following will apply: (a) All licenses grantedPATENT RIGHTS to make, have made, USE or SELL LICENSED PRODUCTS, except that LICENSEE shall have the right for fully-paid, perpetual licenses, will terminate ninety (90) days following termination to dispose of LICENSED PRODUCTS on hand and you must stop using, de-install and permanently delete all complete any existing contracts requiring rights under the PATENT RIGHTS which can be completed within the ninety (90) days. LICENSEE shall comply with the provisions of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.Article

Term Termination. Except as otherwise stated herein, A. The term of this Agreement will remain in effect until terminated. The term for any Software starts begins on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Formand, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated as provided below in this Article, extends for one (1) year with automatic month-to-month extensions. B. Each party has the right to terminate this Agreement without cause by either party in accordance herewith or unless either party provides written notice of nonrenewal to giving the other party not less than ninety (90) days notice of termination. C. Railroad may terminate this Agreement at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least time upon thirty (30) days prior notice to Industry if continued operation of the Track (including but not limited to the end switch connection itself) becomes impracticable due to abandonment or embargo of rail lines, or if the continued presence of the Track would interfere with Railroad operations (including but not limited to, line changes, construction of new lines, or Railroad installation of facilities). In the event Railroad terminates this Agreement pursuant to this subparagraph, Railroad shall attempt to provide Industry a substitute switch connection if such Terma switch connection would be reasonably practicable, could be made safely, and would furnish sufficient business to justify the cost of construction and maintenance. D. Notwithstanding any provision herein to the contrary, if at any time Industry continues in default in the performance of any covenant or promise in this Agreement for a period of thirty (30) days after notice from Railroad to Industry specifying such default, Railroad may, at its option, forthwith terminate this Agreement; provided, however, that if a default by Industry is deemed by Railroad to be unusually dangerous or hazardous, Railroad may immediately suspend its performance under this Agreement during the thirty-day (30) default cure period. Unless otherwise indicated Such termination shall be effective on an Order Formthe thirty-first (31st) day after Railroad’s notice of default is deemed received as provided in Article – “NOTICES,” if default still exists, you may and no further notice of termination shall be required. E. Notwithstanding any provision herein to the contrary, after the initial term Railroad shall have the following rights: (a) to terminate this Agreement or any Order Form at any time upon ninety (90) days notice to Industry, and (b) to deem this Agreement terminated, without cause. Howevernotice to Industry, we if at any time Industry ceases its possession of and sells or leases the Industry Track Portion or Industry’s facility that is served by the Track. F. Termination of this Agreement will not provide refunds if affect any of the Agreement rights, obligations, or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate liabilities of the parties that have accrued before termination. G. Upon termination of this Agreement for any reason, Industry shall vacate and surrender the quiet and peaceable possession of the right-of-way or other property owned by Railroad upon which the Track is located, if any. Railroad shall have the right to remove the portion of the Track it owns. Not later than the last day of the term of this Agreement, Industry, at its sole cost and expense, shall (a) remove from Railroad's right-of-way or other property all portions of the Track owned by Industry, obstructions, contamination caused by or arising from the use of the Track for Industry's purposes, and other property not belonging to Railroad or authorized by Railroad located thereon and (b) restore Railroad's right-of-way or other property to as good a condition as it was in before the Effective Date. If Industry fails to perform such removal and restoration to the satisfaction of Railroad, Railroad may perform the work at Industry's expense but in any event and subject to the terms of this Agreement, Railroad shall not be responsible for any liability, claims, loss, expenses, or damages incurred as a result of any act of Industry, including without limitation Industry’s contamination and/or failure to vacate, surrender, remove, or restore the Track or any Order Form immediately on notice if (ireal or personal property adjacent to, underneath or next to the Track. Any portion(s) of the other party materially breaches Track owned by Industry and not removed as provided herein may, at Railroad’s election, be deemed abandoned and become the Agreement property of Railroad or an Order Form Railroad, at Industry’s sole cost and fails to cure expense, may remove such portion(s) of the breach Track from Railroad’s property and dispose of same and restore Railroad’s property. If Railroad performs such track removal, disposal, and/or restoration, Industry shall reimburse Railroad within thirty (30) days after of its receipt of billing from Railroad for all costs and expenses incurred by Railroad (less any resulting salvage value) in connection therewith. H. Notwithstanding the immediately preceding paragraph, upon notice to Industry, Railroad shall have the option to purchase at salvage value, prior to their removal, any or all portions of the breach; Track and structures owned by Industry located on Railroad’s right-of-way or (ii) other property. For purposes of this Agreement, “salvage value” shall mean the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all then fair market value of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use components of the Software Track and Premium Support as applicable without terminating this Agreement during any period structures if they were removed and sold, net of material breach. We will give you reasonable notice costs of removal and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsale.

Term Termination. Except as otherwise stated herein, this 2.1 This Agreement will remain in effect until terminated. The term for any Software starts commences on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified date set forth in the applicable Purchase Order Formand, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party subject to earlier termination in accordance herewith or unless either party provides written notice with the terms of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licensesAgreement, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary continue until the breach is cured. The parties' full satisfaction of Supplier’s obligations (the “Term”). 2.2 Either Party may, without prejudice to its other rights and obligations under this section Agreement, terminate this Agreement at any time with immediate effect upon sending a written termination notice to the other Party if: (a) the other Party commits a material breach of any of its obligations, representations or warranties under this Agreement and sections entitled "Financial Terms"fails to remedy that breach within fourteen (14) days after being notified in writing by the terminating Party to do so; (b) the other Party commits a series of breaches that: (i) by themselves may not be material; (ii) are notified to the other Party; and (iii) are not remedied within fourteen (14) days of being notified to do so, "Ownership"if, "Confidentiality"in the aggregate, "Warrantysuch uncured breaches would amount to a material breach; (c) an Insolvency Event occurs with respect to the other Party; Disclaimer"or (d) any Force Majeure Event fulfilling the provisions of Clause 8 of this Part B continues for a period of thirty (30) consecutive days or more. 2.3 Company may terminate this Agreement at any time and without cause by providing the Supplier with prior written notice of thirty (30) days. 2.4 Termination or expiration of this Agreement shall be without prejudice to the Parties’ rights and liabilities that may have accrued prior to such expiration or termination, "Limitation unless waived in writing by the Party enjoying the right. 2.5 Upon termination by the Company pursuant to Clause 2.2 or Clause 2.3 of Liability"this Part B, and "General" survive unless otherwise agreed in writing between the Parties, Supplier shall immediately refund the Company any Fees that the Company has prepaid under this Agreement and for which the Deliverables have not been provided by Supplier to the absolute satisfaction of the Company at the termination date. 2.6 The expiry or termination of this Agreement and/or an Order Formshall not affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after expiry or termination (including, but not limited to, Clauses Error! Reference source not found., 4 and 6 of Part A and Clauses 2, 4, 5, 6, 7 and 9 of this Part B).

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue in effect unless terminated pursuant to the terms of this Agreement for as long as any Statement of Work remains in effect (the Order Form and continues as indicated on the Order Form ("“Term"”). Except as Unless otherwise specified in the applicable Order FormStatement of Work, subscription terms are for twelve the term of each Statement of Work will commence on the commencement date stated therein (12) months from the Effective Date ("Subscription Term"“Commencement Date”) and upon your payment continue for the duration of renewal fees will the initial term stated therein (the “Initial Term”), and shall automatically renew for successive twelve one (121) month periods, starting the day year terms (each a “Renewal Term”) following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or Initial Term unless either party provides written notice of nonrenewal to notifies the other party in writing of its decision not to renew the term of the applicable Statement of Work at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty sixty (3060) days prior to the end expiration of such Termthe term then in effect. Unless otherwise indicated on an Order FormIn the event of any termination of this Agreement, you may each Statement of Work shall automatically terminate this Agreement or without action by either party. (b) In the event of any Order Form at any time without cause. Howevermaterial breach by either party, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within by giving thirty (30) days after receipt of days’ prior written notice thereof to the breaching party, which notice shall specify the nature of the breach; or provided, however that such termination shall not take effect if the breaching party cures the breach within such notice period. (iic) (Reserved) (d) This Agreement may be terminated immediately upon written notice from the other party if the other party becomes insolvent, bankrupt, enters into an arrangement with its creditors, votes to appoint an administrator or trustee or becomes subject to the exercise of powers by a secured creditor (including having a receiver or manager appointed). (e) Advisor understands that its right to receive and use those portions of the Stratified Indices, weights of the holdings of the Stratified Indices and Underlying Data provided by Licensor pursuant to licenses granted by third- party licensors is subject to termination without liability on the part of Licensor in the event such third-party licenses are terminated. Licensor will make commercially reasonable efforts to remedy termination of any such licenses to avoid disruption of index use. Advisor agrees and acknowledges that, in the event the indices, or weights of the holdings, of the Stratified Indices or Underlying Data contain data from a third-party licensor and/or are made available on various Stock Exchanges, Commodity Exchanges, or other sources (collectively, the “Sources”), such third-party licensor(s) and/or Source(s) may require Advisor to enter into separate agreements directly with the applicable third party and/or impose additional fees on Advisor either directly or through Licensor. In the event Licensor receives notice from any Source and/or a third- party licensor during the Term that Advisor has failed to enter into a required agreement with such Source or such third-party licensor and/or has failed to pay any additional fees provided in the agreement with such Source or such third- party licensor, Licensor shall have the right to discontinue the maintenance, calculation and dissemination of each and every applicable Stratified Index upon written notice to Advisor. Upon termination any discontinuation by Licensor of one or more Stratified Indices or a Subscriptionportion thereof pursuant to this Section 5(e), the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will Licensor may terminate and you must stop using, de-install and permanently delete all that portion of the applicable SoftwareStatement of Work that relates to such discontinued material and, whether modified or merged into in such event, Licensor shall have no liability other materials and/or Applications; than to provide a pro rata refund to Advisor of any unearned fees that have been prepaid by Advisor. (bf) Upon any termination of this Agreement, Licensor shall immediately discontinue performing all updates Services under this Agreement. (g) Upon any termination of this Agreement, Advisor shall cease any and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachall uses nof the Marks, you will receive a prorated refund for any fees paid in advance. We may suspend your use Stratified Indices, weights of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use holdings of the Software Stratified Indices, and Premium Support. Suspension will only Underlying Data and shall delete, remove or otherwise purge the Marks, Stratified Indices, and weights of the holdings of the Stratified Indices and all Underlying Data, including any copies thereof (including from all of Advisor's electronic distribution systems) and, upon request, certify to Licensor in writing that it has done so; provided, however, that the foregoing shall not be construed to prohibit Advisor from retaining such information to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formrequired by applicable law.

Term Termination. Except (a) This Sublicense Agreement is effective as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on of the Effective Date and shall extend indefinitely, subject to expiration or termination as provided herein (“Term”); (b) This Sublicense Agreement shall automatically terminate upon the termination of the Order Form and continues as indicated on License Agreement; (c) This Sublicense Agreement may expire upon (i) the Order Form ("Term"). Except as otherwise specified expiration of all of Sublicensor’s Patent Rights in the Compound or in the Licensed Products or the invalidation of all of Sublicensor’s Patent Rights in the Compound or in the Licensed Products or (iii) when the methods associated with the Compound or the Licensed Products cease to be a trade secret under applicable Order FormLaw; (d) This Sublicense Agreement may be terminated upon mutual agreement of the Parties; (e) Either Party may, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periodswithout prejudice to any other remedies available to it under this Agreement or at law or in equity, starting the day following terminate this Sublicense Agreement prior to the expiration of the previous Subscription Term, unless and until terminated by either party Term in accordance herewith or unless either party provides written notice of nonrenewal to the event that the other party at least 30 days prior to Party materially breaches or defaults in the end of the then-current Subscription Term. We may increase pricing applicable to the renewal performance of any then-current Subscription Term by providing you with notice thereofof its obligations hereunder, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the such breach within (i) thirty (30) days after receipt notice is provided to the breaching Party, in the event the breach is a non-payment of notice of the breach; any amount due hereunder that is not being disputed in good faith or (ii) sixty (60) days after notice of such breach is provided to the breaching Party for other party becomes insolventcauses of breach; provided that the Parties agree to negotiate in good faith prior to such termination. Upon termination Termination will become effective at the end of a Subscriptionthe 30- or 60-day cure period unless the breaching Party cures such breach during such 30- or 60-day period, or if such breach is not susceptible to cure within such 30- or 60-day period, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate breaching Party has commenced and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive is diligently pursuing a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedcure. The parties' rights and obligations under right of either Sublicensor or Sublicensee to terminate this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of Sublicense Agreement as provided in this Agreement and/or an Order FormSECTION 8.1 will not be affected in any way by such Party’s waiver or failure to take action with respect to any previous breach or default.

Term Termination. Except as otherwise stated herein, 4.1. This Agreement shall commence up on the Effective Date. The rights and obligations of this Agreement will shall remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form December 31, 2012 and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termshall terminate without further action by either Party, unless and until terminated by either party earlier in accordance herewith or unless either party provides written notice with the provisions of nonrenewal this Agreement and subject to the other party at least 30 days prior to the end survival of the then-current Subscription Termcertain provisions in accordance with Section 6.14. 4.2. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereofWMF may, including by email, at least after thirty (30) calendar days prior notice to the end Grantee of such Term. Unless otherwise indicated on an Order Formits intent to do so, you may terminate this Agreement in the event that a. Grantee has failed to make substantial progress in the completion of the Program Plan within the time periods set out in the Program Plan or any Order Form at any if no such time without cause. Howeverperiod is specified, we will in a reasonable amount of time; provided that WMF notified the Grantee in writing about such failure and the Grantee has not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach made substantial progress within thirty (30) days after receipt of the written notice from WMF, about which the Grantee has to notify WMF; b. the Grantee has failed to comply with the terms of this Agreement and has not remedied such failure within thirty (30) calendar days,provided that WMF notified the Grantee in writing about such failure and the Grantee has not substantially rectified such default within thirty (30) days after receipt of the written notice from WMF specifying the particulars of the default or c. such termination is required in order to comply with mandatory laws of the State of Florida. . In the event of termination under this Section, WMF may, in addition to any other legal remedies it may have, demand that the Grantee return any portions of the Grant, which are not expended until the termination becomes effective, to WMF, which the Grantee agrees it shall immediately return upon notice of such demand. 4.3. The Parties may elect to renew this Agreement for an additional one (1) year period if the breach; or (ii) Grantee submits a written request to do so no longer than August 31, 2012 and WMF accepts and approves such request with a written Approval Notice. The Grantee acknowledges and agrees that acceptance and approval by WMF is dependent on the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Grantee´s completion of the applicable Software, whether modified or merged into other materials and/or Applications; prerequisites of Section 3 of this Agreement for the additional one (b1) all updates year period. The Grantee further acknowledges and upgrades cease; agrees that the Amount of any approved grant for the additional one (c1) All amounts due year period may not be for the same amount granted under any unpaid invoices will become due this Agreement and payable immediately; and is dependent on the Program Plan submitted by the Grantee for the additional one (d1) If we are in breach, you will receive a prorated refund for any fees paid in advanceyear period. 4.4. We may suspend your use Any portion of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach Grant that is not used before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formshall be handled in one of the following ways: a. If the Grantee and WMF enter a new grant agreement, any unused portions of this Grant shall be applied to the new grant; b. If the Grantee and WMF do not enter into a new grant agreement, the Grantee may request a three (3) month extension for use of the Grant. Approval of such a request is at WMF’s sole discretion, whereas a denial has to be in writing and issued within fourteen (14) days after the respective request form the Grantee; or c. The unused portion of the Grant shall be returned to WMF in a reasonable and timely manner and per WMF’s instructions. In this event WMF shall be responsible for any costs (i.e. all applicable fees, duties, levies, charges and taxes of any kind) associated with the international wire transfer of the Grant.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts is effective beginning on the Effective Date and, unless sooner terminated as herein provided, will continue until terminated as set forth herein. Each Commercial Terms Exhibit will specify an initial term (the “Initial Term”) of the Order Form and continues as indicated on the Order Form subscribed Service. On or about six ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (126) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Initial Term and any Renewal Term, Xxxxx Xxxxx and Client shall enter into good faith negotiations with respect to any renewal term of the Commercial Terms Exhibit to establish the term and fees for such renewal term (the “Renewal Term”). We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we A Commercial Terms Exhibit will not provide refunds if renew unless specifically agreed in writing by the Agreement or an Order Form is terminated without causeparties. Without limiting other remedies, it may have, either DocuSign Envelope ID: CA54D071-F059-46E6-9D54-8DF685B48B4D (b) Either party may terminate this Agreement or any Order Form immediately on notice a Commercial Terms Exhibit if (i) the other party materially breaches the this Agreement or an Order Form such Commercial Terms Exhibit and fails to cure the such breach is not cured within thirty (30) days after receipt of notice of written notice. (c) Either party may terminate this Agreement if: (i) the breachother party ceases to carry on business; or (ii) the other party becomes insolvent. Upon termination is insolvent or is otherwise generally not paying its debts as they become due; or (iii) the other party is the subject of a Subscription, any petition under any bankruptcy or other law for the following will apply: (a) All licenses grantedprotection of debtors, except an involuntary petition that is dismissed within 60 days after filing. (d) For the avoidance of doubt, neither party may terminate a Commercial Terms Exhibit or this Agreement for fully-paidconvenience; provided that if all Commercial Terms Exhibits under this Agreement have expired or been terminated, perpetual licensesthen either party may terminate this Agreement upon written notice to the other party. If Client attempts to terminate a Commercial Terms Exhibit for convenience, will terminate and you must stop usingor if Xxxxx Xxxxx terminates a Commercial Terms Exhibit due to Client’s material breach, de-install and permanently delete then all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts fees that would have come due under any unpaid invoices will the current term of such Commercial Terms Exhibit shall become due and payable immediately; to Xxxxx Xxxxx upon receipt of an invoice from Xxxxx Xxxxx. The parties acknowledge that Xxxxx Xxxxx’x actual damages arising from such termination would be difficult to determine with accuracy and the parties agree that the payment obligation in the prior sentence is reasonable due to Xxxxx Xxxxx’x potential losses. (de) If we are Nothing in breachthis Section will limit Xxxxx Xxxxx’x rights under the Terms of Use to terminate, you suspend or block any individual Authorized User’s use of all or part of the Service if Xxxxx Xxxxx believes in good faith that such Authorized User has breached the Terms of Use. (f) Sections 4(b), 6(a), 7(b), 8, 9, 10, 11(a), 12, and 13 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement will receive not affect any accrued rights or liabilities of either party. (g) Within 30 days following termination of a prorated refund for any fees paid in advance. We may suspend your use Commercial Terms Exhibit, Xxxxx Xxxxx will permit Client to export Client Data using the export capabilities of the Software and Premium Support or will provide Professional Services at Xxxxx Xxxxx’x then-current rates to transition data to Client, as applicable without terminating this Agreement during any period indicated by Client at the time of material breachtermination. We On or about thirty days after termination, Xxxxx Xxxxx will give you reasonable notice and destroy Client Data in a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formmanner consistent with industry best practice techniques.

Term Termination. Except as otherwise stated herein12.1. If the Service has been provided to Customer on a trial basis, on expiration of such trial period, if Customer has not executed an Order Form, this Agreement will remain in effect until terminatedautomatically terminate. 12.2. The term for In any Software starts other event, this Agreement commences on the Effective Date signature date of the Order Form and continues as indicated on the Order Form ("Term"). Except as and, unless agreed otherwise specified in the applicable Order Form, shall continue in effect for the subscription terms are for twelve period outlined in the Order Form (12) months from the Effective Date ("Subscription “Initial Term") and upon your payment of renewal fees ”). After the Initial Term, the Agreement will automatically renew for successive twelve subscription periods as specified in the Order Form (12) month periodseach, starting the day following the expiration of the previous Subscription a “Renewal Term”), unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to terminates the Agreement by giving the other party at least a 30 days prior to written notice before the end expiry of the then-current Subscription applicable Initial Term or Renewal Term (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). 12.3. We may increase pricing applicable Subject to the renewal of any then-current Subscription Term by providing you with notice thereofSection 12.4, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either each party may terminate this Agreement or any Order Form immediately on by giving written notice if to the other party if: (i) the other party materially breaches the this Agreement or an Order Form and fails to cure the breach within thirty (30) 7 days after receipt of being given written notice of thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the other party becomes is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. 12.4. Upon termination If Customer fails to pay any fees due to Lusha by their due date (under Section 11); commits any act or omission which, in the opinion of Lusha, is or could be prejudicial to its interests or subject Lusha to liability; uses the Service in a Subscriptionmanner that poses a security risk to or may adversely affect the Service; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to: a unilaterally suspend or discontinue the provision of the Service to Customer (“Suspension”) for 14 (fourteen) days (“Suspension period”) or such other reasonable time as agreed between the parties; 1 If Customer remedies the cause of the Suspension during the Suspension Period, the following Suspension will apply: (a) All licenses grantedimmediately, except for fully-paidor as soon as practicably possible thereafter, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all be lifted. 2 If Customer fails to remedy the cause of the applicable SoftwareSuspension within the Suspension Period, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advanceLusha reserves the right to terminate the Agreement with immediate effect. We may suspend your use b claim specific performance of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and Customer’s obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "WarrantyAgreement; Disclaimer", "Limitation of Liability"or c immediately terminate this Agreement, and "General" survive in all cases, be entitled to claim from Customer whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in Section 10. 12.5. On termination of this Agreement and/or an Order Formfor any reason, Customer will (i) immediately cease use of the Service; and (ii) all payments will be accelerated and become due and payable. On termination resulting from Customer's breach of the Agreement, Customer shall: (i) immediately provide Lusha a complete list of all third parties to which Customer disclosed the Data; and (ii) irrevocably delete, and cause any third party that the Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Service. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph. Sections 3, 5, 6, 8, 9, 10, 12, 14, 15 and 16 shall survive any expiration or termination of this Agreement.