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 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) 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 (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 ▇▇▇▇-▇▇▇▇▇ 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 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) 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 during the Effective Date of 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, subject to Section 16(b) and Section 16(c), shall be automatically renewed for a Renewal Term 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 and upon the expiration of each Renewal Term. Notwithstanding the foregoing, in connection with the renewal of this Agreement, at least 15 months prior to the expiration of the Initial Term or a Renewal Term, a Party may request changes to this Agreement or the Development Agreement to address market changes, changes in the relationship between the Parties or such other changes in circumstances that a Party determines in good faith warrant revisions to this Agreement (including, without limitation, a request that the list of ROFO Projects included in the Development Agreement be updated to include the transmission and development projects in the then-current pipeline of ▇▇▇▇ and its Affiliates); provided, however, that the Parties do not generally expect to change the manner in which the Base Fee, Incentive Fee or Termination Fee are calculated unless and until terminated such amounts are determined to be, in consultation with a nationally recognized investment banking firm, materially less favorable to the Manager or the Company, as the case may be, than other similar compensation arrangements for externally managed vehicles in the same or comparable industries. Without limiting the generality of the foregoing, the Parties shall negotiate any such requested changes in good faith prior to the renewal of this Agreement, but neither Party shall be obligated to agree to any such changes. (b) Notwithstanding any other provision of this Agreement to the contrary, the Independent Directors may elect not to renew this Agreement by either party in accordance herewith or unless either party provides written delivering notice of nonrenewal such election to the other party Manager at least 30 365 days prior to the end of the then-current Subscription Initial Term or any Renewal Term. We may increase pricing applicable In the event of such election, on the last day of the Initial Term or Renewal Term, as applicable, the Operating Partnership shall pay a termination fee (the “Termination Fee”) equal to three times the sum of (i) the amount of the Base Fee paid with respect to the renewal four full calendar quarters preceding the date on which the termination notice is given and (ii) the amount of any then-current Subscription Term by providing you the Incentive Fee paid with notice thereof, including by email, at least thirty (30) days prior respect to the end four full calendar quarters preceding the date on which the termination notice is given. At the Company’s election, the Termination Fee may be paid in cash or in OP Units (in whole or in part). If the Company elects to pay the Termination Fee in OP Units, such OP Units will be issued five days after the effective date of termination, with the number of OP Units equal to the Termination Fee divided by the volume weighted average price of the Company’s common stock on the New York Stock Exchange (or such Termother national exchange on which the Company’s stock is then traded) during the 10 trading day period that precedes the termination date. Unless otherwise indicated If the Company’s common stock is not then traded on an Order Formthe New York Stock Exchange or other national exchange, you the Company will pay the Termination Fee in cash. For the avoidance of doubt, the Termination Fee applies to terminations of this Agreement pursuant to this Section 16(b) only and is not required to be paid in the event of a termination of this Agreement pursuant to any other provision hereof or for any other reason. (c) Notwithstanding any other provision of this Agreement to the contrary, the Manager may terminate this Agreement or any Order Form at any time without cause. Howeverupon 365 days’ prior written notice to the Company and the Operating Partnership; provided, we will however, that the Manager may 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 deliver notice of its termination of this Agreement prior to December 31, 2018. In the event of a termination of this Agreement pursuant to this Section 16(c), no Termination Fee shall be payable. (d) Upon the expiration or termination of this Agreement for any Order Form immediately on notice if reason, the Manager shall: (i) immediately pay over to the Company Entities any and all monies collected and held by the Manager for the account or on behalf of the Company Entities, without deduction or offset; (ii) promptly turn over to the Company Entities all books, papers, leases, agreements, documents, records, keys and other party materially breaches items relating to the Agreement or an Order Form management and fails to cure operation of the breach Assets; and (iii) within thirty (30) days after receipt of notice thereafter, render to the Company Entities a final accounting with respect to the management and operation of the breach; Assets through the date of termination. In connection with any expiration 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 Formfor any reason, the Manager shall, prior to and following such expiration or termination, cooperate with the Company Entities and provide reasonable assistance to support a transition of the management duties to the Company Entities or the Company’s designee. (e) If this Agreement is terminated pursuant to this Section 16 or Section 18 of this Agreement, such termination shall be without any further liability or obligation of either party to the other, except that Sections 7, 9(c), 10, 11(b), 12(c), 13, and 19 through 28 will survive any such termination.

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 ▇▇▇ ▇▇▇▇, or is unable to pay its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇, 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 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) 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(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 3.1. This Agreement will remain in effect until terminated. The term for any Software starts shall come into force on the Effective Date of Date. 3.2. This Agreement will continue in full force and effect, and therefore the Order Form and continues as indicated on Subscription Services will be rendered by Us to You during the Order Form Subscription Period ("Term"). Except as otherwise specified in the applicable Order FormPurchase Terms). 3.3. Upon termination of the first Subscription Period, Your subscription terms are for twelve (12and therefore this Agreement) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will automatically renew for successive twelve subsequent Subscription Periods (12) month periods, starting of the day following the expiration of same length as the previous Subscription TermPeriod, unless safe if a different length is expressly agreed by the Parties). 3.4. Unless otherwise agreed in writing in the Purchase Terms, to prevent renewal of Your subscription (and until terminated by either party in accordance herewith therefore this Agreement), You or unless either party provides We must give written notice of nonrenewal non-renewal to the other party Party, at least 30 days prior to the end of the then-current Subscription Termrenewal effective date. 3.5. 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 if immediately by giving written notice of termination to the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate Party: (a) in the event of breach by the other Party of its undertakings under this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement where such breach is serious and irremediable; or an Order Form and fails to cure the breach (b) if being remediable, it is not remedied within thirty FIFTEEN (3015) days after receipt of notice from the moment when the infringing Party was compelled to do so in writing; in such event the non-breaching Party will be also entitled to claim to the breaching Party the compensation for the damages suffered as a result 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; and/or (b) all updates in the event there are facts or circumstances that show that economic and upgrades ceasefinancial capacity of the other Party has significantly decreased, so that it can entail bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors (or any analogous status in the relevant jurisdiction) or non-fulfilment of its commercial undertakings; (c) All amounts In case the Agreement is terminated due under any unpaid invoices will become due and payable immediately; and (d) If we are in to Customer’s breach, you We will receive not provide any refunds of prepaid fees or unused Subscription Fees, and You will promptly pay all Subscription Fee corresponding to the whole foreseen Subscription Period that was in force at the moment of termination (regardless the early termination). In the remaining termination events set out in clause 3.6, Subscription Fees will only accrue until the effective termination date. 3.6. OPTICKS may terminate the Agreement at any time by giving the Customer a prorated refund for THREE (3) months prior written notification (in which case the current Subscription Period will end on the effective termination date). 3.7. The following sections will survive any fees paid in advance. We may suspend your use termination of the Software Agreement: 11 (REPRESENTATIONS AND WARRANTIES), 12 (DISCLAIMER), 13 (LIMITATION OF LIABILITY), 14 (INDEMNIFICATION), 16 (CONFIDENTIALITY), 17 (MISCELLANEOUS) 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 Form18 (GOVERNING LAW AND JURISDICTION).

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 herein(a) This Agreement has an initial term of 15 years from the date hereof (the “Initial Term”). Thereafter, 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 five-year terms (12) month periods, starting each a “Renewal Term” and the day following the expiration of the previous Subscription Initial Term or any Renewal Term, the “Term”) unless and until otherwise terminated by either party in accordance herewith or unless either party provides written notice pursuant to any of nonrenewal to the other party subsections (b) through (f) of this Section 2. (b) Any Party 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 Initial Term or any then-current Subscription Renewal Term by providing you with giving 60 days’ advance written notice thereof, including by email, at least thirty (30) days prior to the end expiration of such Initial Term or Renewal Term. Unless otherwise indicated on . (c) Seller may suspend deliveries or terminate this Agreement as to any Purchaser if: (i) such Purchaser becomes insolvent or commits an Order Formact of bankruptcy or takes advantage of any law for the benefit of debtors or such Purchaser’s creditors, you or if a receiver is appointed for such Purchaser; (ii) such Purchaser breaches any provision of this Agreement, including without limitation failure to pay in a timely manner any sums due, failure to comply with other section(s) of this Agreement or any portion thereof or upon assignment of the Agreement by such Purchaser contrary to Section 17 hereof, or (iii) such Purchaser is prevented from doing business in accordance with applicable law. (d) With 180 days’ advance written notice, a Purchaser may terminate this Agreement as to itself if Seller fails to cure a material breach within 30 days of being notified in writing by such Purchaser of such breach. (e) Upon Supplier’s revocation of Seller’s right to use or grant the use of any Order Form Proprietary Marks, Seller may, upon 60 days’ prior notice, either terminate its obligations under this Agreement with respect to any affected Sites, substitute another Supplier’s Proprietary Marks at any time without causesuch affected Site(s), at Purchaser’s sole expense, or supply unbranded motor fuel at such affected Sites. However, we Seller will not provide refunds if be liable for the Agreement consequences of such revocation. (f) Each Purchaser agrees not to engage in or an Order Form is terminated without cause. Without limiting permit any illegal or improper act or conduct, on or about the Sites it controls, operates or supplies (including but not limited to any infringement on the Proprietary Marks of any Supplier), and, subject to any other remediesrequirements of law, it at the option of Seller, Seller may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) cease deliveries to any such Sites until the other party materially breaches illegal acts or conduct have been remedied to the Agreement or an Order Form satisfaction of Seller and fails to cure the breach within thirty (30) days after receipt of notice of the breach; applicable Suppliers 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 its obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive Agreement with respect to the applicable Sites without further notice. (g) Upon any termination of this Agreement and/or an Order Formor of Seller’s right to use or grant the use of Supplier’s Proprietary Marks, Seller or Supplier shall have the right, at its option, to enter upon the Sites and to debrand, remove, paint out, or obliterate any signs, symbols or colors on said Sites as to any of Supplier’s Proprietary Marks or on the buildings or equipment thereof which in Seller’s opinion would lead a patron to believe that such Supplier’s motor fuel is being offered for sale at the Sites. (h) Termination hereof by either Party for any reason shall not relieve any Party of any obligation theretofore accrued under this Agreement.

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 sixty (60) days prior to the end of the thenInitial Post-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Warranty 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. 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"subsection 1(b), "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form1(c) or 1(d) above.

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: Upon (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; into (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, 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) 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, this 14.1. 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 for the Subscription Term, and will, except otherwise indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for automatically be extended by twelve (12) months from the Effective Date ("Subscription Term") and months' periods upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration expiry 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-then current Subscription Term by providing you with (any such period being an “Additional Subscription Term”), unless the one Party gives the other Party notice thereof, including by email, of non-renewal in writing at least thirty (30) calendar days before the expiry date of the then Current Subscription Term. 14.2. In the event that i) a petition in bankruptcy is filed by or against Customer, or ii) Customer is declared bankrupt, or iii) Customer becomes insolvent or his credit becomes impaired in the reasonable opinion of Showpad, or iv) proceedings are initiated by or against Customer seeking appointment of a receiver, reorganization, liquidation, dissolution, debt rearrangement or any other similar relief, or v) if Customer fails to perform, comply with or fulfil at any time any material obligation or condition hereunder, which breach remains uncured for fifteen (15) days after notification thereto, Showpad, at its discretion and without any liability whatsoever, shall have the right to either suspend the performance of its obligations until the Customer performs his obligations, or to terminate the Agreement with immediate effect. 14.3. In no event shall any termination relieve the Customer of the obligation to pay any Fees payable to Showpad for the period prior to the end effective date of such Termtermination. 14.4. Unless otherwise indicated on an Order FormCustomer is solely responsible for guarding, you may terminate this Agreement or any Order Form at any time without causesecuring and retrieving the Customer Data from the Licensed Product. However, we Showpad 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 be obligated to retain 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 Customer Data for longer than thirty (30) calendar days after receipt of notice any expiration or termination of the breach; Agreement or (ii) Subscription Term, after which term the other party becomes insolventCustomer data shall be purged from the Licensed Product in line with Showpad’s backup schemes as applicable to the Licensed Product. Upon termination of Customer’s request made during such period as stated here above. Showpad will make available to Customer all Customer Data in a Subscription, the following will apply: comma separated value (a.csv) 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 format along with attachments in breach, you will receive a prorated refund for any fees paid in advancetheir native format. 14.5. 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 Any term of this Agreement and/or an Order Formwhich is expressed or by its nature intended to survive expiration or termination of the Agreement, including but not limited to terms governing liability of the parties, termination consequences, fees and payment for the Licensed Product, governing law and dispute resolution, confidentiality and the interpretation of this Agreement, shall survive termination of the 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 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 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 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 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 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 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 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 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, 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, 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 ▇▇▇ ▇▇▇▇, or (ii) is unable to pay its debts within the other party becomes insolvent. Upon termination meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇, 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 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 ▇▇▇▇ 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 Your employment with the Company is "at-will." Accordingly, both You and the Company remain free at all times to terminate the employment relationship, with or without cause, immediately upon written notice to the other party. Upon any termination of Your employment the Company shall pay You any earned but unpaid portion of Your then applicable Base Salary (as otherwise stated hereindefined below), this Agreement will remain bonus, benefits and unreimbursed business expenses, in effect until terminated. The term for any Software starts each case with respect to the period ending on the Effective Date date of the Order Form and continues as indicated on the Order Form termination ("Termthe "Termination Date"). Except If Your employment is terminated by the Company without Cause (as otherwise specified defined below), or if You resign with Good Reason (as defined below), then, in lieu of any further salary, bonus, benefits or other payments for periods subsequent to the applicable Order FormTermination Date: (a) the Company shall pay You a severance payment ("Severance") in an aggregate gross amount equal to seventy-five percent (75%) of your then current annual Base Salary, subscription terms are (b) the Company shall reimburse You for the premiums on any COBRA coverage ("COBRA Reimbursements") that You elect for Yourself and the members of your immediate family for a period of nine (9) months following the Termination Date, and (c) the number of unvested shares that would have vested during the twelve (12) months immediately following the Termination Date under (i) the Performance Based Vesting Options described in Section 5(b) (but only if the performance objectives applicable to the Performance Based Vesting Options have been achieved prior to the Termination Date) and (ii) the Service Based Vesting Options described in Section 5(a) shall immediately vest and become exercisable in accordance with the applicable Option Agreement (the "Option Acceleration", and together with Severance and COBRA Reimbursements, the "Termination Benefits"). Severance shall be payable at regular intervals in accordance with the Company's normal payroll processes over a period of nine (9) months from the Effective Date date of such termination (the "Subscription TermSeverance Period") and upon shall be subject to normal payroll deductions and withholding, with the first such installment commencing on the first regular payroll date following the effective date of your payment Separation Agreement (as described below) (which first installment shall include any installments that would have been paid in accordance with the Company's normal payroll process prior to such date). COBRA Reimbursements shall be paid promptly following Your incurrence of renewal fees will renew for successive such expenses, subject to the effectiveness of your Separation Agreement. Notwithstanding the foregoing, if within twelve (12) month periodsmonths following a Change of Control (as defined in the Company's Amended and Restated 2011 Equity Incentive Plan (the "Plan")), starting the day following the expiration of the previous Subscription Term, unless and until your employment is terminated by either party in accordance herewith the Company without Cause, 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 if You resign with notice thereofGood Reason, 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 then (i) the other party materially breaches Severance payable under the Agreement or an Order Form and fails preceding paragraph shall be equal to cure 100% of your then current annual Base Salary, plus the breach amount of your then current Target Bonus (as defined in Section 6), which amounts shall be payable in a lump sum within thirty ten (3010) days after receipt following the effective date of notice of the breach; or your Separation Agreement, (ii) the other party becomes insolvent. Upon termination of a Subscriptionperiod for COBRA Reimbursements shall be twelve (12) months following the Termination Date, and (iii) the following will apply: Option Acceleration shall apply to (aA) 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; unvested shares subject to the Service Based Vesting Options and (bB) all updates of the unvested shares subject to the Performance Based Options, if the performance vesting objectives applicable to the Performance Based Vesting Options have been achieved prior to the Termination Date, which shall immediately vest and upgrades cease; be exercisable in accordance with the terms of the applicable Option Agreement. Any material breach of this Agreement or that certain Proprietary Information and Inventions Assignment Agreement by and between You and the Company dated as of the date hereof (cthe "PIIA Agreement") All which remains uncured during the Severance Period (or which is incapable of cure) shall (i) immediately relieve the Company from its obligation to pay Severance and/or COBRA Reimbursements and shall entitle the Company to recover in full any amounts due paid under any unpaid invoices will become due and payable immediately; this Section 2 and (dii) 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 shall cause the termination of any stock options, the exercisability of which was accelerated pursuant to this Section 2. You further recognize and agree that as a precondition to obtaining Termination Benefits, You must sign a Separation Agreement and/or an Order Form.in a form substantially similar to the form of Separation Agreement attached as Exhibit A hereto that, among other things, releases any claims You may have against the Company and such Separation Agreement must become effective within fifty-five (55) days following the Termination Date. Failure to sign the Separation Agreement and provide for its effectiveness within the foregoing time period will relieve the Company of any obligation to provide the Termination Benefits. Executive Employment Agreement 2

Term Termination. Except The Employment Agreement shall be for an initial term retroactive to September 9, 2025, until the end of his elected term as otherwise stated hereinManaging Director of Sono Group N.V., this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date which may be extended by mutual agreement of the Order Form Parties (such Initial Term and continues as indicated on all extensions thereafter, the Order Form ("Term"“Employment 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 the expiration of the previous Subscription Term, unless and until terminated Any termination by either party in accordance herewith (other than a termination by the Company for Cause (as defined below) or unless either party provides written termination as a result of ▇▇▇▇▇▇’▇ death or permanent disability) requires a 90-day notice period. For purposes of nonrenewal to clarity, ▇▇▇▇▇▇’▇ employment may be terminated 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 such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form Company at any time for Cause, effective immediately upon such notice being provided by the Company. If the Company terminates ▇▇▇▇▇▇’▇ employment without causeCause during the Initial Term, the Company shall provide severance payments to ▇▇▇▇▇▇ equivalent to the salary and 100% of the cash bonus that ▇▇▇▇▇▇ would have received for the remainder of the Initial Term, regardless a minimum of three (3) months of salary as severance, if termination without cause occurs after month nine (subject to execution and non-revocation of a separation agreement and release in form and substance acceptable to the Company and continued compliance with all post-termination obligations to the Company). HoweverIf the Company terminates ▇▇▇▇▇▇ without Cause during any extension period, we will then the Company agrees that it shall provide severance payments to ▇▇▇▇▇▇ that are equivalent to the salary that ▇▇▇▇▇▇ would have received for a period of three (3) months (subject to execution and non-revocation of a separation agreement and release in form and substance acceptable to the Company and continued compliance with all post-termination obligations to the Company). “Cause” shall be defined as termination for: (A) dishonesty (including but not provide refunds if limited to any acts of embezzlement or misappropriation of funds, regardless of whether the Agreement embezzlement or an Order Form is terminated without cause. Without limiting other remediesmisappropriation involves funds or assets of the Company Group or a third party), it may havefraud, either party may terminate this Agreement serious dereliction of fiduciary obligation, conviction of or plea of guilty or nolo contendere to a felony charge or any Order Form immediately on notice if criminal act involving moral turpitude. (iB) an intentional, unauthorized disclosure of confidential information belonging to the Company Group, or entrusted to the Company Group by a client, customer, or other party third party; (C) reporting to work or a work-related function under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of ▇▇▇▇▇▇’▇ duties under the Employment Agreement; (D) a material violation of any Company rule, regulation or policy; (E) any act materially breaches adverse to the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice interests of the breachCompany Group or reasonably likely to result in harm to the Company Group or to bring the Company Group into disrepute; or (iiF) a breach of any promise or obligation under the other party becomes insolvent. Upon termination of Employment Agreement, including, without limitation, a Subscription, refusal to substantially perform ▇▇▇▇▇▇’▇ duties under the following will apply: (a) All licenses grantedEmployment Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and in the event that ▇▇▇▇▇▇ becomes 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 Formdisabled.

Term Termination. Except 14.1 This Agreement shall, unless otherwise terminated as otherwise stated herein, provided in this Agreement will remain in effect until terminated. The term for any Software starts clause 14 commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of twelve months (each a "Renewal Period"), unless: a. Customer notifies the Supplier of termination, in writing, by email to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ at least 45 days before the end of the Order Form and continues as indicated on Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the Order Form ("Term"). Except as otherwise specified in expiry of the applicable Order FormInitial Subscription Term or Renewal Period; or b. Supplier notifies Customer of termination, subscription terms are for twelve (12) months from in writing at least 90 days before the Effective Date (end of the 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 c. otherwise terminated in accordance with the provisions of this Agreement; d. and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting . If the day following Renewal Period is shorter than the expiration of the previous Initial Subscription Term, unless and until terminated by either party the commitment discounts ref lected 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 apply to such Renewal Period. 14.2 Without prejudice to any other rights or remedies to which the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it parties may havebe entitled, either party may terminate this Agreement or any Order Form immediately on notice without liability to the other if (i) : a. the other party materially breaches commits a material breach of any of the terms of this Agreement or an Order Form and (if such a breach is remediable) fails to cure the remedy that breach within thirty (30) 30 days after receipt of notice that party being notified in writing of the breach; or b. an order is made or (ii) a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or c. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are f iled with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party becomes insolvent. Upon termination or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or d. 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 receiver is appointed of any of the applicable Softwareother party's assets or undertaking, 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 if circumstances arise which entitle a prorated refund for any fees paid in advance. We may suspend your use court of competent jurisdiction or a creditor to appoint a receiver or manager of the Software and Premium Support as applicable without terminating this Agreement during other party, or if any period other person takes possession of material breach. We will give you reasonable notice and or sells the other party's assets; or e. the other party makes any arrangement or composition with its creditors, or makes an application to a chance court of competent jurisdiction for the protection of its creditors in any way; or f. the other party ceases, or threatens to cure cease, to trade; or g. the breach before suspending your use other party takes or suffers any similar or analogous action in any jurisdiction in consequence of the Software and Premium Support. Suspension will only be debt; or h. a Force Majeure event continues, or is anticipated 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 continue for more than twenty Business Days. 14.3 On termination of this Agreement and/or an Order Formfor any reason: a. all licences granted under this Agreement shall immediately terminate; b. each party shall make no further use of any documentation and other items (and all copies of them) belonging to the other party; c. the Supplier may destroy any of the Customer Data which the Customer has not requested be returned to it within 60 days of termination; d. the Supplier will return all data in accordance with clause 5.4 but Appendix 3 shall continue to apply to any Personal Data that the Supplier continues to process notwithstanding this; and e. 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. f. any fees pre-paid that relate to any period post termination will be re-funded within seven business days.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts commences on the Effective Date date of Fee payment by the Order Form and continues as indicated on the Order Form ("Term"). Except as Licensee, unless agreed otherwise specified in the applicable Order FormPurchase Order, shall continue in effect for the subscription terms are for twelve period (12) months from the Effective Date ("Subscription “Initial Term"”) and for any successive subscription periods (each, a “Renewal Term”), (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). You may request to terminate this Agreement (and the Services) at any time, in accordance with the instructions available on the Parsley Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Parsley Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period. Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscription will be discontinued only upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termrespective period for which you have already made payment. Please note that as the cancellation process may take a few days, unless in order to avoid the next automatic renewal and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to respective charge the other party cancellation request should be made at least 30 fourteen (14) days 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 service period Parsley 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 by giving written notice if to Licensee if: (i) the other party Licensee materially breaches the this Agreement or an Order Form and fails to cure the breach within thirty (30) seven days after receipt of being given written notice of the breachthereof; or (ii) the other Licensee is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party becomes insolventor any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration 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 this Agreement for any fees paid in advance. We may suspend your reason whatsoever, Licensee will (i) immediately cease 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", "WarrantySolution; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.and

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 September 4, 2011 (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, (ii) at Your election, the Employment Period shall terminate upon the consummation of a Change in Control, and (iii) 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. (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 term. (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, 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) 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 will give you reasonable notice three (3) months following your death. (e) 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 a chance one day following the date of termination pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only Section 4(b) shall be to the extent reasonably necessary deferred until the breach date which is cured. The parties' rights six months and obligations 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 this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination 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 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, ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ upon receipt of an invoice from ▇▇▇▇▇ ▇▇▇▇▇. The parties acknowledge that ▇▇▇▇▇ ▇▇▇▇▇'▇ 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 ▇▇▇▇▇ ▇▇▇▇▇'▇ potential losses. (de) If we are Nothing in breachthis Section will limit ▇▇▇▇▇ ▇▇▇▇▇'▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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, ▇▇▇▇▇ ▇▇▇▇▇ will permit Client to export Client Data using the export capabilities of the Software and Premium Support or will provide Professional Services at ▇▇▇▇▇ ▇▇▇▇▇'▇ 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, ▇▇▇▇▇ ▇▇▇▇▇ 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 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 automatically renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription TermTerm regardless of the actual subscription renewal date, 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 thirty (30) days prior to the end of the then-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, 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 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 Subscriptiontermination, 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 Applicationsmaterials; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (dc) 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, 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 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 otherwise stated hereinA. The Agreement term begins on the date it is signed by both KNOGO and 3M ("Effective Date"). B. The Initial Term shall be three (3) years from the Effective Date. Thereafter, this Agreement will remain in effect shall continue automatically for consecutive one-year terms ("Renewal Terms") until terminated. The term Either party may terminate the Agreement only as provided below. C. During the Initial Term, neither party may terminate this Agreement except for any Software starts on a substantial breach by the Effective Date other party of its material obligations hereunder, which breach is not or cannot be cured within a reasonable time (not to exceed 30 days) after notice from the complaining party. Any notice hereunder shall specify in detail all causes of alleged nonperformance and the corrective actions sought by the complaining party. If all of the Order Form and continues causes therefor are not cured to the reasonable satisfaction of the complaining party within the same cure period as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Formabove, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and then this Agreement shall terminate effective upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termcure period. An example, unless without limitation, of a "material" obligation is KNOGO's efforts to promote PRODUCTS as stated in paragraph 3(A) above. D. The continued relationship between 3M and until terminated by KNOGO beyond the Initial Term is based upon mutual expectation of growing sales volume, profits and other advantages, as well as the fulfillment of mutual responsibilities. If after the Initial Term either party in accordance herewith wishes for its own reasons to discontinue this Agreement, or unless if it believes the expected advantages of this Agreement s have not been or cannot be reali7Atl, or that the responsibilities or this relationship are not being fulfilled either party provides written notice of nonrenewal to may terminate this relationship by giving the other party advance written notice 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 expiration of such Termthe then current Initial or Renewal Term of its intent to terminate by registered mail or personal delivery. 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 exercise its right of termination without having to prove or possess "good cause". Termination shall then become effective on the ninetieth day following such notice, or the expiration of the current Initial or Renewal Term, whichever first occurs. E. 3M is not obligated to repurchase PRODUCTS in KNOGO's stock upon termination of this Agreement or any Order Form immediately Agreement. KNOGO may sell, in accordance with the terms of this Agreement, those PRODUCTS in its inventory on notice if (i) the other party materially breaches date of termination for which 3M has not exercised its option to repurchase. F. During the Agreement or an Order Form and fails to cure period between giving the breach within thirty (30) days after receipt of notice of termination and the breach; or (ii) the other party becomes insolventeffective date of termination, all PRODUCTS will be delivered to KNOGO on a cash with order basis. 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 Formby either party, 3M and KNOGO shall cooperate to see that all end customer needs are served and all orders are filled.

Term Termination. Except a) This Agreement is effective as otherwise stated herein, this Agreement of the Effective Date set forth in the Order or upon activation of Your Plan via the Service website and will remain in effect until terminated. The term for any Software starts all Orders have expired or been terminated or your Plan expires and is not renewed unless otherwise terminated by a party hereunder. b) Each Plan will be effective on the Effective Date of date set out therein and will remain in effect during the initial term identified in the Order Form and continues or as indicated on the Order Form Service website for the Plan selected by You ("the “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 until terminated by either party in accordance herewith or each Plan will automatically renew on a month to month basis (the “Monthly Term”) unless either party provides written notice of nonrenewal to gives the other party at least 30 days prior to the end notice of the then-current Subscription Term. We may increase pricing applicable to the non- 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 the current Monthly Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However(the Initial Term and Monthly Term, we will not provide refunds if as applicable, referred to as the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either “Term”). c) Either party may terminate this Agreement or any Order Form immediately on by written notice if (i) the other party materially breaches the commits a material breach of this Agreement or an Order Form and fails to cure the such breach within thirty fifteen (3015) days after receipt of notice such notice, or an additional period of time as agreed to by 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 (parties. 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 Upon termination of this Agreement and/or an Order Formor expiration or termination of Your Plan for any reason, Client will immediately cease use of the Service and PBI and Client will promptly return all Confidential Information of the other party. Termination of this Agreement or expiration of a Plan does not affect Client’s obligation to pay any amounts due to PBI. e) Sections 4 (Fees, Payment Terms), 6 (Privacy Statement), 7 (Proprietary Rights; Suggestions), 8 (Non-infringement; Indemnification), 11 (Warranties; Disclaimers), 12 (Limitation of Liability), 16 (Applicable Law), and 17 (Audit Rights) will survive termination of this Agreement indefinitely or to the extent set out therein.

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 August 7, 2016 (the “Term”) and shall be automatically renewed for a two-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Annaly or its affiliates) elects not to renew this Agreement in their sole discretion and for any Software starts on or no reason. If 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 Company elects not to renew for successive twelve (12) month periods, starting the day following this Agreement at the expiration of the previous Subscription TermTerm or any Renewal Term as set forth above, unless 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 13(a) 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, not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and until this Agreement shall terminate on such date. (b) In the event that this Agreement is terminated by either party in accordance herewith or unless either party provides written notice with the provisions of nonrenewal Section 13(a) of this Agreement, the Company shall pay to the other party at least 30 days prior Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to two (2) times the sum of the average annual Base Management Fee, calculated as of the end of the then-current Subscription Term. We may increase pricing applicable most recently completed fiscal quarter prior to the renewal date of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (30c) No later than one hundred eighty (180) days prior to the end anniversary date of this Agreement of any year during the 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 shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such Termnotice. Unless otherwise indicated on an Order Form, you may terminate The Company is not required to pay to the Manager the Termination Fee if the Manager terminates 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 pursuant to 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 Section 13(c). (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 is terminated pursuant to Section 13, such termination shall be without any period further liability or obligation 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 either party to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"other, "Ownership"except as provided in Sections 6, "Confidentiality"9, "Warranty; Disclaimer"10, "Limitation of Liability"13(b), 15(b), and "General" 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive the termination of this Agreement and/or an Order FormAgreement.

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 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 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 as otherwise stated herein, this Agreement will remain in effect until terminated9.1. The term for any Software starts on of this Agreement (the “Term”) shall commence as of the Effective Date of the Order Form and continues as indicated on the Order Form and, unless earlier terminated in accordance herewith, shall continue for an initial one ("Term")1) year 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 The Term hereof shall be automatically renewed thereafter for successive twelve one (121) month periodsyear Terms, 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 gives written notice of nonrenewal to the other party at least 30 days prior of its intention 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 thereof, including by email, renew this Agreement at least thirty (30) days prior to before the end of such the current 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 Notwithstanding the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may haveforegoing, either party may terminate this Agreement or at any Order Form immediately on notice if time by providing at least ninety (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3090) days after receipt of prior written notice of its intention to terminate this Agreement. If, after the breach; Effective Date, HMO revises the Provider Manual pursuant to Section 2.3 or (ii) otherwise changes its operational policies pursuant to Section 2.7, and Provider does not agree with such revisions or changes, Provider may exercise its right to terminate this Agreement on the other party becomes insolventdate on which the revisions or changes shall become effective. Upon termination of a SubscriptionIf Provider opts to terminate this Agreement because Provider does not agree with any such revisions or changes, then during 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 interim period between the effective date of the applicable Software, whether modified revisions or merged into other materials and/or Applications; (b) all updates changes 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, Provider will not be obligated to comply with the revisions or changes; provided, however, Provider must have delivered prior written notice of termination to HMO at least ten (10) days prior to implementation of the revisions or changes, and the revisions or changes must not be required by the Department or by any change in Federal Law or Commonwealth Law. 9.2. Notwithstanding the above, HMO may terminate this Agreement and/or an Order Form.immediately if any of the following occur: 9.2.1. In the event that Provider (or, if Provider is a group, any Group Provider) is expelled, disciplined, barred from participation in, or suspended from receiving payment under any state's Medicaid Program or the Medicare Program; 9.2.2. In the event that the license issued by the Commonwealth to Provider (or, if Provider is a group, any Group Provider) to provide the health services necessary to satisfy Provider's obligations under this Agreement is revoked; 9.2.3. Upon the loss or suspension of the Provider's professional liability insurance coverage as required by this Agreement; 9.2.4. If Provider (or, if Provider is a group, any Group Provider) (a) fails to satisfy any or all of the credentialing requirements of HMO,

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 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.

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 end on December 31, 2021, and renew for additional two (2) year terms, unless earlier terminated in accordance with this Agreement (the “Term”). SynCardia may terminate this Agreement at the end of any renewal Term without cause upon not less than ninety (90) days’ prior written notice to Company. Company may terminate this Agreement at any time without cause upon not less than sixty (60) days’ prior written notice to SynCardia. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Company nor SynCardia will have any further obligations except as set forth under this Agreement, including that (a) Company will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by SynCardia, unless SynCardia specifies in the notice of termination that certain Services in progress should be completed; (b) Company will deliver to SynCardia all Work Product (defined below) made through expiration or termination; (c) SynCardia will pay Company any monies due and owing Company under Section 3 of this Agreement, up to the time of termination or expiration; (d) Company will immediately return to SynCardia all SynCardia Materials (defined below) and other Confidential Information (defined below) and copies thereof provided to Company under this Agreement; and (e) the terms, conditions and obligations under Sections 2 through 8 will survive expiration or termination of this Agreement. Upon termination or non-renewal of this Agreement by SynCardia, SynCardia will pay Company, as consideration for the cancellation of the Order Form and continues as indicated on Agreement, a Termination Payment equal to two (2) times the Order Form ("Term"). Except as otherwise specified in Gross Profit earned by the applicable Order FormCompany for the sale of all SynCardia Products, subscription terms are for twelve (12) months from training programs or other services, plus any commission income earned by the Effective Date ("Subscription Term") and upon your payment sale of renewal fees will renew for successive training programs, or other services during the twelve (12) month periodsperiod immediately preceding the date of termination. Gross Profit will be calculated by subtracting the amount a customer paid for the product less the cost the Company paid SynCardia for the Product. This cancellation fee shall be: at the option of SynCardia, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party (a) Paid in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least one payment 30 days prior after cancellation of Agreement, (b) paid to Company in twenty four (24) equal payments, (total fee due divided by twenty four (24) and one twenty fourth (1/24th) paid the end first of the then-current Subscription Termeach month. We may increase pricing applicable (c) or in four (8) equal payments. The first payment 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 be made thirty (30) days after receipt of notice the termination or non-renewal of the breach; or Agreement followed by a (ii7) three payments each ninety (90) days apart, with final payment completed two hundred and seventy (635) days from the other party becomes insolventfirst payment. Upon termination SynCardia will repurchase, at Company’s cost, all Products in Company’s possession and control. Products are undamaged and in their original packaging. SynCardia will be responsible for all freight and shipping costs associated with the return 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 FormProducts.

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 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 March 1, 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 March 1, 2014 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 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. (b) If the Employment Period is terminated by the Company prior to March 1, 2014, 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 six (6) months following the effective date of the termination of Your employment (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 Order Formperiod) 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, subscription terms are for twelve medical, life, and group life insurance coverage afforded to You (12and Your eligible family members and dependents) months from by the Effective Date ("Subscription Term"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 as otherwise stated herein, The initial term of this Agreement will remain in effect until terminated. The term for any Software starts shall be a period commencing on the Effective Date of the Order Form and continues ending one (1) year after such effective date, unless sooner terminated as indicated on the Order Form ("Term")provided in this Section 9. 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 Upon the expiration of the previous Subscription Termsuch initial term or of any renewal term thereof, this Agreement shall be automatically renewed for successive one (1)-year renewal terms, unless sooner terminated as provided in this Section 9. The initial term and until any renewal term(s) are hereinafter referred to collectively as the “Term”. This Agreement may be terminated (a) immediately by Duett if Licensee fails to timely pay any amounts owed to Duett, (b) 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 for cause 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 this Agreement, and, where reasonably capable of remedy, such breach has not been materially cured within thirty (30) days after of the breaching party’s receipt of written notice describing the breach in reasonable detail. In the event Duett terminates this Agreement pursuant to Section 7(a) or 7(b), all fees that would have become payable had this Agreement remained in effect until expiration 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 Term will become immediately 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"payable, and "General" survive the Licensee shall pay such fees, together with all previously-accrued but not yet paid fees and reimbursable expenses on receipt of Duett’s invoice therefor. Immediately following termination of this Agreement and/or Agreement, Licensee (including without limitation any and all of its Authorized Users) shall cease using all Platform and Service and Licensee shall have thirty (30) calendar days to access its account and download/export Licensee Data. Upon expiration of such thirty (30) calendar day period, Duett shall convert Licensee’s account to an Order Forminactive status. Duett may, but shall not be obligated to, delete all Licensee Data after Licensee’s account converts to inactive status.

Term Termination. Except as otherwise stated hereinSubject to the terms and conditions of this Agreement, this Agreement the Subscription Term will remain in effect until terminated. The term for any Software starts begin on the Effective Date date of Your acceptance of this Agreement, and unless sooner terminated for cause as provided below, will continue until the Subscription Term expiration date as set forth in a written agreement between You and 3xLOGIC or the applicable authorized 3xLOGIC reseller from whom You acquired Your subscription to the Service. Your access to and use 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 Service 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 automatically terminate 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 3xLOGIC may terminate this Agreement for cause upon written notice to You if: (i) You breach any material term or condition of this Agreement; (ii) You fail to pay when due any amount owed to 3xLOGIC or an authorized 3xLOGIC reseller relating to this Agreement; or (iii) if You become the subject of a petition in bankruptcy or any Order Form at any time without causeother proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. HoweverUpon termination of this Agreement, we Your Subscription Term will not provide refunds if automatically terminate. Upon termination of the Agreement or an Order Form is terminated without causeSubscription Term, You must cease all access to and use of the Service. Without limiting other remedies, it may have, either party You may terminate this Agreement for cause upon written notice to 3xLOGIC if 3xLOGIC breaches any material term or any Order Form immediately on notice if (i) the other party materially breaches the condition of this Agreement or an Order Form and fails to cure the such breach within thirty (30) 30 days after of receipt of written notice of such breach, which notice must be delivered in accordance with the breach; or (ii) the other party becomes insolventnotice delivery provisions of Section 10 below. Upon termination of a Subscriptionthis Agreement for any reason, the following Your Subscription Term 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 automatically terminate. Upon termination of the applicable SoftwareSubscription Term, whether modified or merged into other materials and/or Applications; (b) You must cease all updates access to 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 Service. Upon request by You made within 30 days after the effective date of termination, 3xLOGIC will promptly make available to You for download a file of Customer Data in pipe delimited (CSV) format for data and Premium Support as applicable without terminating this Agreement during original format for photos, at 3xLOGIC’s then-current standard charges therefor. After such 30-day period, provided that 3xLOGIC has complied with its obligations to make available to You the aforementioned Customer Data file promptly upon a request by You made within 30 days after the effective date of termination, 3xLOGIC will have no obligation to maintain or provide any period of material breach. We will give you reasonable notice Customer Data 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 curedmay thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation provisions of Liability", and "General" survive the termination Sections 4 through 10 of this Agreement and/or an Order Formwill survive any termination or expiration of this Agreement.

Term Termination. Except (a) Provided the Parties execute the Agreement for Use of HTC(TM) Grid Technology referred to in the fourth paragraph of this Agreement on the same date as otherwise stated hereinthe execution of this Agreement, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date shall be effective as of the Order Form and continues as indicated on the Order Form ("Term")date first set forth above. Except as otherwise specified in provided herein, the applicable Order Form, subscription terms are term of this Agreement shall be for twelve a period of three (123) months years from the Effective Date ("Subscription Term") date hereof and upon your payment of renewal fees will shall automatically renew for successive twelve additional one (121) month periods, starting year periods unless either Party gives written notice of termination to the day following other Party at least six months prior to the expiration of the previous Subscription Term, unless and until terminated current term. (b) Upon the occurrence of a breach or default as to any obligation hereunder by either party in accordance herewith or unless either party provides written notice of nonrenewal to Party and the other party at least 30 days prior to 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 such breach or default within thirty (30) days after receipt of receiving written notice thereof from the non-breaching Party, 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, 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 such notice of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; termination. (c) All amounts due under any unpaid invoices will become due The Parties acknowledge that as of the effective date of this Agreement, the lead time for Tecomet to obtain the material it uses in manufacturing the HTC(TM) Grids is substantial - up to sixty (60) weeks, and payable immediately; and the Parties agree that as long as Tecomet exercises all commercially reasonable efforts to obtain the necessary materials to fill Trex Medical's orders for HTC(TM) Grids, Tecomet's failure to deliver HTC(TM) Grids based solely on inability to obtain such material shall not constitute a breach of this Agreement. (d) If we are 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 becoming insolvent (such Party hereinafter referred to as the "insolvent party"), this Agreement may be terminated by the other Party by giving written notice of termination to the insolvent Party, such termination being immediately effective upon the giving of such notice of termination. (e) In the event of termination for Tecomet's breach, you or by Trex Medical for reasons specified in Section 6(d) above, Tecomet will receive cooperate in the transfer, to Trex Medical or a prorated refund for any fees paid in advance. We may suspend your use third-party supplier specified by Trex Medical, of the Software Trex Medical-owned tooling for HTC(TM) Grids which is in Tecomet's possession and Premium Support shall make the Technology available to Trex Medical or such supplier, 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 case 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"for, and "General" for the limited purpose of, manufacturing HTC(TM) Grids; provided, however, that following such -------- ------- transfer, Trex Medical shall pay Tecomet a royalty of five percent (5%) of the purchase price of each HTC(TM) Grid that Trex Medical manufactures or purchases from the third-party supplier. (f) Sections 3, 5, 6(e), 6(f), 7, 8, 9, and 10 shall survive the termination of this Agreement and/or an Order FormAgreement. Following termination Tecomet shall have no further right to manufacture HTC(TM) Grids without the prior written consent of Trex Medical.

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 at any time for any reason by contacting us using the contact information specified on the Site. Termination will take effect as soon as reasonably practicable. Your termination of this Agreement will not 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 Order Form time by giving you notice if you; (A) are in breach of this Agreement or other 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) do not respond to USBI’s annual review initiation within the specified period and USBI considers the resulting review to be inadequate, or (E) object to the sharing of Client Information with USBI affiliates or third parties providing services to USBI in connection with the Service. If USBI terminates your Account, USBI may, at its discretion, terminate the Brokerage Agreement. We may terminate this Agreement and close any account with a zero balance, including new accounts that were never funded, at any time without causenotification to you. 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 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 enter into effect on May 1, this Agreement will remain 2005 and continue in full force and effect until terminated. The term for any Software starts on December 31, 2005 unless sooner terminated as follows: (a) By the Effective Date mutual agreement in writing of the Order Form LCC and continues as indicated on the Order Form Consultant; ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12b) 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 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 or (iid) By either party immediately upon written notice in the event the other party becomes insolventis 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 expiration or termination of this Agreement shall not affect Consultant’s obligations under Sections 3, 4, 7, 9, 10 and 13 hereof. LCC will reimburse all approved expenses incurred up to the date of termination or expiration. In the event this Agreement is terminated other than at the end of a monthly period, Consultant shall reimburse LCC for any unearned monthly fee, pro rated, for the remainder of the month in which termination occurs. 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 compensation whatsoever, whether based on goodwill established, clientele or customers obtained 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, 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 (12) month periods, starting the day following the expiration of the previous Subscription TermTerm regardless of the actual subscription renewal date, 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 thirty (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, 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 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 Subscriptiontermination, 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 Applicationsmaterials; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (dc) 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 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, The term of 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 shall be from the Effective Date ("Subscription Term") and through June 28, 2024, subject to Voyager’s right to extend the term until July 31, 2024 upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termwritten notice to Consultant, unless and until earlier terminated by either party in accordance herewith with this Agreement or unless either party provides extended by mutual written agreement (the “Term”). This Agreement may be terminated prior to its expiration in the following manner: (i) by Voyager at any time immediately upon written notice to Consultant if Consultant has materially breached this Agreement, the Transition, Separation and Release of nonrenewal Claims Agreement between Consultant and Voyager to which this Consulting Agreement is attached as Exhibit C (the other party “Separation Agreement”), or the Restrictive Covenants Agreement referenced in the Separation Agreement; (ii) by Consultant at least 30 days prior to any time immediately upon written notice if Voyager has materially breached this Agreement or the end Separation Agreement; (iii) at any time upon the mutual written consent of the then-current Subscription Term. We may increase pricing applicable to the renewal of both parties; (iv) by Voyager at any then-current Subscription Term by providing you with notice thereof, including by email, at least time without cause upon not less than thirty (30) days days’ prior written notice to the end of such Term. Unless otherwise indicated on an Order FormConsultant, you may terminate this Agreement or any Order Form by Consultant at any time without cause. However, we will cause upon 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 less than thirty (30) days after receipt of days’ prior written notice of the breachto Voyager; or (iiv) automatically upon (x) Consultant’s failure to timely sign the Additional Release (as defined in the Separation Agreement), (y) Consultant’s revocation of the Additional Release, or (z) the other death, physical incapacitation or mental incompetence of Consultant. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party becomes insolventthat has accrued prior to the effective date of expiration or termination. Upon expiration or termination of a Subscriptionthis Agreement, the following neither Consultant nor Voyager will apply: have any further obligations under this Agreement, except that (a) All licenses granted, except for fully-paid, perpetual licenses, Consultant will terminate all Services in progress in an orderly manner as soon as practicable and you must stop usingin accordance with a schedule agreed to by Voyager, de-install and permanently delete all unless Voyager specifies in the notice of the applicable Software, whether modified or merged into other materials and/or Applicationstermination that Services in progress should be completed; (b) Consultant will deliver to Voyager all updates and upgrades ceaseWork Product (defined below) made through expiration or termination; (c) All amounts due under Voyager will pay Consultant any unpaid invoices will become monies due and payable immediately​ owing Consultant, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Voyager all Voyager Property (defined below) and other Confidential Information (defined below) and copies thereof provided to Consultant under this Agreement; and (de) If we are in breachthe terms, 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 conditions and obligations under this section Sections 2 and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" 4 through 14 will survive the expiration or termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. 8.1 The term for any Software starts of the Joint Venture (“Joint Venture Term”) shall be five (5) years, beginning on the Effective Date date hereof and continuing until the 10th day of April, 2027, unless earlier terminated as specifically provided in this Joint Venture Agreement. 8.2 At least two (2) years before the Joint Venture Term expires, the Parties shall discuss the extension of the Order Form Joint Venture Term. If the Parties agree to extend the Joint Venture Term, the extension of the term shall be registered with the Filing Authority if applicable. 8.3 The Joint Venture shall be dissolved and continues as indicated on this Joint Venture Agreement shall be terminated if any of the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12following events occurs: 1) 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 Joint Venture Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice 2) inability to continue operations of nonrenewal the Joint Venture due to the failure of one of the Parties to fulfill its obligations stipulated in this Joint Venture Agreement and the Articles of Association (and if as a result one Party is in breach of Article 11, the other party at least 30 days Party shall have the right to ▇▇▇ for damages regardless of whether this Joint Venture Agreement is terminated or not). 3) the Joint Venture is unable to continue operations due to the occurrence of an event of Force Majeure, as provided in Article 20 of the Agreement; 4) the Joint Venture is unable to achieve or maintain its business objectives, and has no future development prospects; 5) the Parties unanimously agree to an early dissolution of the Joint Venture; 6) an effective judicial order of dissolution issued by relevant judicial organs; 7) the Joint Venture is sold to a third party; 8.4 The Joint Venture must be terminated prior to dissolution, sale, or completion in the end of the then-current Subscription Term. We may increase pricing applicable to the renewal following circumstances: (1) If either Party is in material breach of any then-current Subscription Term by providing you with notice thereofterm of this Joint Venture Agreement that cannot be cured within fourteen (14) days, 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 that Party fails to cure the breach within thirty fourteen (3014) days after receipt of notice a written request, the non-breaching party may terminate this Joint Venture Agreement in writing and force the sale or dissolution of the breach; Joint Venture and its assets; (2) If either Party is unable to perform its duties under this Joint Venture Agreement, including payment obligations or (ii) the performance obligations, any other party becomes insolvent. Upon termination of a Subscription, may terminate this Joint Venture Agreement in writing and force 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 sale or dissolution of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates Joint Venture 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 its assets. 8.5 Upon the termination of this Agreement and/or an Order Formthe Joint Venture, the Joint Venture and any remaining assets will be liquidated and the Parties will distribute the proceeds of such liquidation in proportion to their respective capital contributions.

Term Termination. Except 12.1 This Supply Agreement will have a term (the “Initial Term”) which will run from the Effective Date through December 31, 2012, subject to extension as otherwise stated hereinprovided in Section 12.2. 12.2 Either Cerus or Porex may renew this Agreement for three years at the end of the Initial Term by giving the other party, Porex or Cerus as applicable, at least 24 months’ and not more than 30 months’ prior notice of its desire to renew this Agreement. Within 60 days of such notice by Cerus or Porex, Cerus and Porex will discuss the pricing terms for such renewal. If Cerus and Porex agree on new pricing and other terms within such period, 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 periodsa period of three years upon such agreed to pricing and other terms. If Cerus and Porex are unable to agree within such 60 days, starting the day following then this Agreement will terminate at the expiration of the previous Subscription Term, unless Initial Term as set forth above. 12.3 If a Party materially breaches this Supply Agreement and until terminated by either party in accordance herewith or unless either party provides such breach remains uncured for a period of ninety (90) days after written notice containing details of nonrenewal 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. 12.4 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 effective as to the Insolvent Party. 12.5 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 insolventSupply Agreement and remain in effect in accordance with their terms. Upon termination of a SubscriptionCERUS –POREX AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the following will apply: (a) All licenses grantedMARKED BY BRACKETS, except for fully-paidHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, 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 FormAS AMENDED.

Term Termination. Except as otherwise stated hereinThis Agreement will continue in effect indefinitely, subject to the right of either Party to terminate this Agreement as provided below. With respect to term licenses, the applicable license of the Licensed Materials will remain in effect until terminated. The term for any Software starts commence on the applicable Effective Date and will continue for the subscription term specified in such Order Form. With respect to perpetual licenses, the applicable license of the Order Form and continues as indicated Licensed Materials will commence on the Order Form ("Term")applicable Effective Date. Except as You agree that unless otherwise specified in the applicable an Order Form, subscription terms are the subscription(s) for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees term-based Licensed Materials covered by such Order Form automatically 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 periods at least 30 days prior to the end of the theninitial subscription term (and the end of each subsequent renewal term) unless either Party gives the other Party written notice of 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 Termthe relevant subscription term. Unless Except as otherwise indicated on specified in an Order FormForm or mutually agreed upon written amendment thereto, you the fees payable by You during a subsequent renewal term of a term-based license will be based upon the then current published list price. Either Party 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 other does not comply with any of its material terms, if the Party who is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on not complying is given written notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within not less than thirty (30) days after receipt of notice of to comply. Notwithstanding the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscriptionforegoing, 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 and all then outstanding Order FormForms will not relieve You of Your obligations to pay all then-unpaid fees (including, without limitation, fees for the full remaining current term of any subscriptions) under any Order Forms so terminated (or any prior Order Forms for which payment of all fees due from You to TQ has not been made), including for any periods prior to the effective date of termination. Upon termination or expiration of this Agreement for any reason whatsoever, (a) all licenses granted hereunder shall terminate immediately, and (b) You shall (i) cease using, and shall cause all of Your users to cease using TQ Products and TQ Software, and (ii) shall (if applicable), at Your own cost, return or destroy (at TQ's sole option) any TQ Products or TQ Software in Your possession or control; provided, however, that You will be entitled to retain at Your sole cost any reports generated prior to the termination or expiration of this Agreement.

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 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 11B of DIR Contract No. DIR-TSO-2644. 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 Brocade Technology must be returned to Brocade within the 30-day notification period. 3.3 Notwithstanding anything in this Agreement to the contrary, Brocade 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 Brocade 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 Brocade Technology must be returned within 15 days of notification by Brocade. 3.4 Terminations shall be handled in accordance with Appendix A, Section 11B of DIR Contract No. DIR- TSO-2644. 3.4.1 Termination for non-appropriation shall be handled in accordance with Appendix A, Section 11B of DIR Contract No. DIR-TSO-2644. 3.5 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 Brocade Technology to Brocade 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 Brocade Technology and shall do so in a manner that ensures a timely the return of the respective Brocade 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 Brocade Technology is returned to Brocade 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 Brocade Technology within the respective notice period, Brocade 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 Brocade 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 Brocade in such efforts. Without limiting any other remedies Brocade may have in law or in equity, if Customer fails to return the Brocade Technology within the respective notification period, amounts due and payable for the Subscription(s) will continue to accrue until the breach Brocade Technology is cured. The parties' rights received by Brocade 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, 12.1 The term of this Agreement will remain in effect until terminated. The term for any Software starts (“Term”) shall commence on the Effective Date and shall expire on December 31, 2011. 12.2 DIADEXUS may at its option terminate this Agreement for DISTRIBUTOR’s failure to meet minimum commitments and failure to meet the terms of the Order Form and continues as indicated on the Order Form an agreed-upon correctional program for one ("Term")1) quarter. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and Any such termination shall be effective upon your payment receipt of renewal fees will renew for successive twelve (12) month periods, starting the day following the notice of termination by DISTRIBUTOR. 12.3 This Agreement may be terminated prior to its 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 upon thirty (30) days prior written notice in the event of: 12.3.1 Failure to cure any breech within the thirty (30) day period following receipt of the notice of breach of any material term (including payment terms) of the Agreement; 12.3.2 The liquidation or insolvency of, or the filing of bankruptcy, or similar proceeding with respect to the end of such Term. Unless otherwise indicated on an Order Formother party, 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 or 12.3.3 The other party materially breaches ceasing to actively engage in business; or 12.3.4 DISTRIBUTOR becomes controlled by a competitor of DIADEXUS or another entity unacceptable to DIADEXUS. 12.4 During the Agreement last month of the Term or an after a proper notice of termination is received by a party, DISTRIBUTOR agrees to limit the Order Form of Products with all best efforts to have zero (0) Products in DISTRIBUTOR inventory upon termination or expiration of this Agreement. DIADEXUS may limit shipments of Product to DISTRIBUTOR during such last month or notice period to help DISTRIBUTOR achieve such zero inventory efforts. 12.5 Upon termination of this Agreement: 12.5.1 DIADEXUS may, at its option, cancel all or part of scheduled but unshipped deliveries, and fails all other obligations of DIADEXUS hereunder shall terminate. 12.5.2 All rights and licenses of DISTRIBUTOR hereunder shall be terminated and DISTRIBUTOR shall not Distribute Products. 12.5.3 DISTRIBUTOR shall within thirty (30) days of the effective date of termination return to cure the breach DIADEXUS all of DIADEXUS’ Proprietary Information then in DISTRIBUTOR’s possession, custody or control including, without limitation, all manuals covering Products and all End User Lists. 12.5.4 DISTRIBUTOR shall submit to DIADEXUS within thirty (30) days after receipt the effective date of notice termination a list, quantities, and lot numbers of all Products in DISTRIBUTOR’s inventory as of the breach; effective date of the termination. 12.5.5 Except as expressly provided in this Agreement the provisions of this Agreement shall be without effect after termination. 12.6 Upon the termination or expiration of this Agreement, All End Users shall become direct DIADEXUS accounts and DISTRIBUTOR shall have no further obligation nor right to Distribute Products to End Users, provided however, DISTRIBUTOR shall remain responsible for invoicing, collections and customer service of all Products that DISTRIBUTOR shipped to End Users. 12.7 At least forty-five (ii45) days prior to termination or expiration of the other party becomes insolvent. Upon termination Agreement (e.g. November 16, 2011 if expiring under Section 12.1) DIADEXUS and DISTRIBUTOR shall agree on the content 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 notice to be delivered by DISTRIBUTOR to End Users informing End Users 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 account transfer 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 DIADEXUS. 12.8 Upon the termination of this Agreement, DIADEXUS shall have no obligation to the DISTRIBUTOR, or to any employee, agent, or representative of the DISTRIBUTOR, for compensation or for damages of any kind, whether on account of loss by the DISTRIBUTOR, or by such employee, agent, or representative of present or prospective sales, investments, compensation or goodwill. DISTRIBUTOR, for itself and on behalf of each of its employees, agents and representatives, hereby waives any rights that may be granted to it or them under the laws and regulations of the Territory or otherwise which are not granted to it or them by this Agreement. DISTRIBUTOR hereby indemnifies and holds DIADEXUS harmless against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of DISTRIBUTOR under any applicable termination, labor, social security or other similar laws or regulations of the Territory. 12.9 Upon the termination of this Agreement, DISTRIBUTOR shall have no obligation to DIADEXUS or to any employee, agent or other representative of DIADEXUS for compensation or for damages of any kind, whether on account of loss by DIADEXUS, or by such employee agent or other representatives of present or prospective sales, investments, compensation or goodwill; provided, however, that nothing in this section shall relieve DISTRIBUTOR of any liability for willful misconduct, gross negligence, or breach of contract. DIADEXUS hereby indemnifies and holds DISTRIBUTOR harmless against any and all claims, costs, damages and liability whatsoever asserted by an employee, agent or representative of DIADEXUS under any applicable termination, labor, social security or other similar laws or regulations of the United States. 12.10 The exercise of a right of termination under this Agreement and/or an Order Formshall not operate as a waiver of any other right or remedy arising under the Agreement or by operation of law.

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")12.1. Except as otherwise specified in provided for herein, the applicable Order Form, subscription terms are term of this Agreement shall commence on the Commencement Date of Employment and continue thereafter for twelve two (122) months from years (the Effective Date ("Subscription “Term") and upon your payment of renewal fees will renew ”). The Term shall be automatically renewed for successive twelve one (121) month periodsyear period. At that time, starting the day following parties will address and negotiate in good faith any mutually agreeable extension or replacement of this Agreement. Even so, the expiration parties agree that the employment with the Company during the Term and the extension period, notwithstanding the provisions of this Agreement or the previous Subscription Termpotential for any extensions thereof or subsequent agreements, unless and until may be terminated by either Executive or the Company after the first year, for any or no reason, with or without Cause (as defined below), and pursuant to the terms provided below. 12.2. Either party in accordance herewith or unless either may, after the first year, furnish the other party provides hereto with a written notice of nonrenewal that this Agreement is terminated (“Termination Notice”). The Termination Notice may be with or without cause and must be furnished 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 emailparty, at least thirty (3090 ( ninety) days prior to the end Termination Notice having effect (“Notice Period”). The Termination Notice shall set forth both the date on which said notice is being furnished and the date on which the Termination Notice shall be effective. 12.3. In the event that a Termination Notice is delivered by either party hereto, the following shall apply: 12.3.1. During the Notice Period, Executive shall be obligated to continue to discharge and perform all of such Termhis duties and obligations with Company and to take all steps, satisfactory to the Company, to ensure the orderly transition to any persons designated by Company of all matters handled by Executive during the course of his employment with Company. 12.3.2. Unless otherwise indicated on an Order FormNotwithstanding the above, you may terminate this Agreement Company shall be entitled to waive Executive’s services with Company during the Notice Period or any Order Form at part thereof and/or terminate the employer-employee relationship prior to the completion of the Notice Period; in such events Company shall pay Executive the Salary and provide Executive with, or, in the event of termination of the employer-Executive relationship prior to the completion of the Notice Period, pay Executive the value of, the social and fringe benefits as detailed in Section 6, to which he would otherwise be entitled for the duration of the Notice Period, or any time without causepart thereof. 12.3.3. However, we will not provide refunds if For the Agreement or an Order Form is terminated without cause. Without limiting other remediesremoval of doubt, it may haveis clarified that, either party may terminate this Agreement or in the event Company waives any Order Form immediately on notice if (i) and/or all of Executive’s services with Company during the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after Notice Period as aforesaid, Executive shall, immediately, upon receipt of notice of such waiver, return to Company any and all equipment provided to his for purposes of the breachperformance of his duties under this Agreement. 12.4. The provisions of Sections 10.1 and 10.2 above notwithstanding, Company, by furnishing a notice to Executive, shall be entitled to terminate his employment with Company with immediate effect where said termination is a Termination for Cause. In the event of such termination, without derogating from the rights of Company under this Agreement and/or any applicable law, Executive shall not be entitled to severance pay and/or to any of the consideration specified in Section 10.2 above. In addition, and in the event of the circumstances set forth in Section 6.1.6 above, Executive shall not be entitled to the Company’s contributions to the Manager’s Insurance Policy and/or to the Advanced Study Fund. 12.5. As used in this Agreement, the term “Termination for Cause” shall mean termination of Executive’s employment with Company as a result of the occurrence of any one of the following: (i) Executive has committed a dishonorable criminal offense; or (ii) Executive is in breach of his duties of trust or loyalty to Company; (iii) Executive deliberately causes harm to Company’s business affairs; (iv) Executive breaches the other party becomes insolvent. Upon termination confidentiality and/or non-competition and/or non-solicitation and/or assignment of inventions provisions of this Agreement; and/or (v) circumstances that do not entitle Executive to severance payments under any applicable law and/or under any judicial decision 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 Formcompetent tribunal.

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 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 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, 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 ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ 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 (a) This Agreement shall commence as otherwise of the Effective Date and shall continue in effect for the duration of the Initial Term. The date the Service is initiated is referred to as the “Service Start Date.” Fees for the Service will start to accrue on the Service Start Date. Subscriber will be billed on a prorated basis for the period between the Service Start Date and the Billing Effective Date, specified on the contract. This prorated amount will not appear on the contract, but will appear on the invoice. The term of each Services Agreement will commence on the Service Agreement Effective Date stated hereintherein and shall continue for the period(s) as specified therein. Upon termination of all the Services Attachments, this Agreement shall automatically terminate. MHC reserves the right to modify or delete a Service any portion or component of it in the general course of its business without consequence. If the suspended or modified Service creates a hardship for Subscriber, please contact MHC with details. Subscriber will remain in effect until terminated. The term maintain the Service for any Software starts on the Effective Date duration of the Order Form Initial Term. Services for 3 Year, 2 Year and continues as indicated on 1 Year Initial Term agreements, will automatically renew after the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are Initial Term at current rates for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment a Renewal Term of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termequal length, unless and until terminated requested 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 expiration of the then-current Subscription Initial Term. We may increase pricing applicable to Services for 6 month and 3 month Initial Term agreements will expire and not automatically renew after the renewal Initial Term. The Service cannot be cancelled during the Initial Term or Renewal Term. (b) In the event of any then-current Subscription Term breach of any material term or provision by providing you with notice thereofeither party of any Services Agreement, including the other party may terminate the applicable Services Agreement by email, at least giving thirty (30) days days’ prior written notice thereof; provided however, that such termination shall not take effect if the party in breach cures or corrects the breach within such notice period. In the event of a breach of any material term or provision of this Agreement on the part of Subscriber, MHC shall have the right to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or in its entirety. (c) Upon 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 Subscriptionany Services Agreement (s) by either party, 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 Subscriber shall cease all use of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due Services provided under any unpaid invoices will become due and payable immediatelythat Services Agreement; and (d) If we are Subscriber shall expunge the relevant Services and any portion thereof, including any copies thereof, from all Subscriber’s electronic distribution systems or destroy the same or return the media to MHC. At MHC’s request, Subscriber shall certify to MHC 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 writing that Subscriber has fully complied with 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 Formrequirement.

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 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 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 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 This Agreement shall become effective as otherwise stated hereinof the Effective Date, this Agreement will and shall remain in full force and effect until terminatedfor a period of five (5) years from such date. The term This Agreement shall be automatically renewed for any Software starts on additional periods of two (2) years unless Fujisawa or Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ll have given 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 other party in accordance herewith or unless either party provides written notice of nonrenewal to the other party termination 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 one hundred eighty (30180) days prior to the then-relevant expiration date of this Agreement; provided, however, that Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ not terminate this Agreement as set forth above unless, in its reasonable opinion, Fujisawa failed to adequately support the Products during the prior two-year period. Notwithstanding the foregoing, this Agreement may be terminated by Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ective as of September 1, 1992 or any date thereafter in the event that the option granted to Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇er Article II of the Option and License Agreement dated the date hereof, between Fujisawa and Warn▇▇-▇▇▇▇▇▇▇ ▇▇ not exercised. Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ll give Fujisawa three (3) months notice of any such termination. This Agreement may be terminated at any time by either party: (A) Upon breach of this Agreement by the other party, on sixty (60) days' prior written notice to the breaching party, the notice to become effective at the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement sixty (60) day period unless the breach is sooner cured by the breaching party; (B) Upon bankruptcy 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) insolvency of 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 placing of the breach; or (ii) the other business of such party becomes insolventin receivership. 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 any expiration 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 FormAgreement, Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ll repurchase, at the price paid by Fujisawa to Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ such Products, any usable current (expiration date not to be more than one (1) year from the date of such purchase) remaining inventory of the Products (shipping costs to be borne by Fujisawa). Any nonusable inventory (expiration date being less than one year from the date of purchase) shall be destroyed at Fujisawa's expense.

Term Termination. Except as otherwise stated hereinIf the Software is available to you under a License Agreement, the term of this ▇▇▇▇ is co-terminus with the term of the Software license granted to Licensee under the License Agreement. When the term of the Software license under the License Agreement terminates or expires, this Agreement will remain ▇▇▇▇ terminates. Edifecs is not obligated to provide you any notice of such termination. In addition, your rights under this ▇▇▇▇ terminate immediately if you breach or are in effect until terminateddefault of any representation, warranty, agreement, or obligation contained or referred to in this ▇▇▇▇, effective upon the breach. The If there is no License Agreement, the term for any Software starts of this ▇▇▇▇ begins on the Effective Date of date that Licensee accepted Edifecs’ purchase quote for the Order Form Software and continues as indicated on the Order Form thereafter for an initial term of one ("Term")1) year. Except as otherwise specified in the applicable Order FormFollowing such initial term, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will this ▇▇▇▇ shall automatically renew for successive twelve one (121) month periodsyear terms, 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 emailunless, at least thirty sixty (3060) days prior to the end renewal term for which you elect not to renew, Licensee provides Edifecs with written notice of non-renewal to: Edifecs, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Finance Department. Edifecs has no obligation to provide the license keys to the Software for such Termrenewal term unless Licensee has paid the applicable license fees. Unless otherwise indicated on an Order FormAll terms and conditions of this ▇▇▇▇ shall remain in effect during any renewal term, you except that Edifecs may terminate this Agreement or any Order Form increase the applicable license fees for a renewal term by providing 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 least sixty (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3060) days after receipt written notice prior to the effective date of notice of the breach; or (ii) the other party becomes insolventrenewal. 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 breachtermination, you will receive a prorated refund for any fees paid in advance. We may suspend your immediately cease use and dispose of the Software Software, either by returning to Edifecs or by destroying the same and Premium Support as applicable without terminating certifying such destruction in writing. Termination is not an exclusive remedy and all other remedies will be available to Edifecs, whether or not termination occurs. All terms and conditions of this Agreement ▇▇▇▇ shall remain in effect 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 Formrenewal term.

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 EMMA 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 EMMA 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 EMMA 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 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 as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts on shall commence as of the Effective Date of and continue for an initial one (1) year term (the Order Form and continues as indicated on the Order Form ("“Initial 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 will Agreement shall automatically renew for successive twelve one (121) year terms unless the Agreement is terminated pursuant to this Section 8 as set forth herein. Either party may terminate this Agreement without cause at the end of the Initial Term or at the end of the subsequent terms by providing the other party with at least one hundred twenty (120) days’ prior written notice before the end of the then current term. The effective date of termination without cause will be on the first of the month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated notice period. Either party may terminate this Agreement for cause due to a material breach by either party in accordance herewith or unless either party provides giving ninety (90) days’ prior written notice. The notice of nonrenewal to termination for cause will not be effective if the other breaching party at least 30 cures the breach within the first sixty (60) days prior to the end of the then-current Subscription Termninety (90) day notice period. We may increase pricing applicable In the event that the breaching party does not cure the breach within the sixty (60) day period, the effective date of termination will be the first of the month following the expiration of the ninety (90) day notice period. In the event any change in federal or State laws, rules and regulations or the Delaware Medicaid Program or the Medicare Advantage program would have a material adverse impact on either ACDE or Hospital in connection with the performance of this Agreement (the “Mandated Changes”) such that the basis for the financial bargain of this Agreement is undermined, then the affected party shall have the right to require the renewal other, by written notice, to enter into negotiations regarding the affected or pertinent terms of any then-current Subscription Term by providing you with notice thereofthis Agreement while still maintaining the original Agreement purposes. If renegotiated, including by email, at least such terms shall become effective no later than thirty (30) days prior after the parties have reached agreement on the renegotiated terms. The parties agree to make a good faith attempt to renegotiate the Agreement to the end of such Termextent necessary to comply with any Mandated Changes. Unless otherwise indicated on If, after good faith renegotiations, the parties fail to reach 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 agreement satisfactory to cure the breach both parties within thirty (30) days after receipt of notice of the breach; or request for renegotiation, the party requesting such renegotiation may terminate this Agreement upon ninety (ii90) days prior written notice to the other party becomes insolventparty. Notwithstanding the above, ACDE may terminate this Agreement immediately in the event any of the following occur: 8.1 If Hospital is expelled, disciplined, barred from participation in, or suspended from receiving payment under any state’s Medicaid program, Children’s Health Insurance Program (CHIP), the Medicare Program or any other federal health care program. 8.2 If Hospital is debarred, suspended or otherwise excluded from procurement or non-procurement activities under the Federal Acquisition Regulations. 8.3 Upon the loss or suspension of the Hospital’s liability coverage set forth under Section 5 of this Agreement. 8.4 The suspension or revocation of Hospital’s license or other certification or authorization, including Hospital’s JCAHO accreditation, necessary for Hospital to render Covered Services, or upon ACDE’s reasonable determination that the health, safety or welfare of any Member may be in jeopardy if this Agreement is not terminated. 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 this Agreement for any fees paid in advance. We may suspend your use reason, ACDE shall notify affected Members 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 FormHospital prior to the effective date of termination. Regardless of the reason for termination, Hospital shall promptly supply to ACDE all information necessary for the reimbursement of outstanding claims. 42 CFR 434.6(a)(6).

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts on (“Term”) shall be from the Effective Date of this Agreement through December 31, 2024. The Parties may mutually elect to extend the Order Form Term for up to three (3) additional one (1) year terms based on student demand and continues as indicated on available funds for the Order Form ("Term")Program, and subject to the terms of the License. Except as otherwise specified in Notwithstanding the applicable Order Formforgoing, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and this Agreement shall automatically terminate upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration or earlier termination of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice License (which sets forth certain conditions regarding the remediation of nonrenewal to the other party Licensed Premises at least 30 days prior to the end of the then-current Subscription Term. We term of the License). A. In the event that the MATC Foundation is not able to provide the necessary funds to RACM or MATC to facilitate the Program on or before March 31, 2023, RACM may increase pricing applicable elect to terminate this Agreement upon five days’ prior notice to MATC and The MATC Foundation, and the renewal Parties shall have no further obligations with respect to this Agreement. B. If MATC or The MATC Foundation is in breach of any then-current Subscription Term by providing you with notice thereofthis Agreement, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you RACM may terminate this Agreement upon 45 days advance written notice (and an opportunity to cure any deficiency within such notice period) from RACM to MATC and the MATC Foundation. C. In the event that program enrollment, funding or other operational needs cannot support the continued operation of the Program, MATC and/or The MATC Foundation may terminate this agreement upon 45 days advance written notice to RACM. D. In the event that costs of the construction work exceed $234,000.00, based on bids received or change orders during the construction process, the Parties agree to work diligently and in good faith to modify the scope of the construction work through value engineering or other means of reducing costs. RACM shall obtain MATC and the MATC Foundation approval for construction costs, including but not limited to change orders that result in construction work that exceeds $234,000.00. If the Parties are unable to agree upon modified terms, 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 upon 5 days advance written notice if (i) to the other party materially breaches Parties and the Agreement or an Order Form and fails Parties shall have no further obligations with respect to cure the breach within thirty (30) days after receipt of notice this Agreement; provided, however that RACM shall be paid for construction work costs incurred as of the breach; date of termination, in an amount not to exceed $75,000.00. E. Notwithstanding anything to the contrary herein, this Agreement shall automatically terminate upon the expiration or (ii) the other party becomes insolvent. Upon earlier 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 FormLicense.

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 The term of this Agreement with respect to the Licensed Software shall be the license term for such Licensed Software as set forth on the applicable Transaction Document (the “License Term”), including any Renewal Terms, or, if no term is specified on such Transaction Document, the term of this Agreement will be one (1) year. Unless otherwise stated hereinagreed in writing by the Parties, this Agreement will remain in effect until terminated. The term for any Software starts terminate immediately on the Effective Date expiration or termination of all of the Order Form License Terms under all Transaction Documents. Notwithstanding Section 7.1 above, either Party may terminate this Agreement and continues as indicated on the Order Form ("Term"). Except as otherwise specified any Transaction Documents in the applicable Order Formevent that the other Party breaches the terms, subscription terms are for twelve conditions, and/or obligations under the Agreement and/or a Transaction Document. Intent to terminate will be made by a written notice setting forth the details of the breach. Termination will become effective thirty (1230) months days from the Effective Date ("Subscription Term") and upon your payment date that the notification of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termintent to terminate was given, 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 breaching Party has corrected the breach 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 that thirty (30) days prior day period. Perforce will have the right 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 effective 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 applyif: (a) All licenses grantedLicensee fails to meet its payment obligations under Section 3 of this Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all unless Licensee has corrected such material breach within ten (10) days of the applicable Software, whether modified or merged into other materials and/or ApplicationsLicensee’s receipt of written notice of such breach from Perforce; (b) Licensee’s violation of the restrictions set forth in Section 2 of this Agreement; or (c) Licensee made an assignment of this Agreement in violation of Section 9.1 of this Agreement. Either Party will have the right to terminate this Agreement and all updates and upgrades ceaseTransaction Documents effective immediately if: (a) a petition of bankruptcy is granted against the other Party; (b) the other Party makes an assignment for the benefit of creditors; (c) All amounts due under any unpaid invoices will become due and payable immediatelythe other Party admits to being unable to meet its obligations as they come due; and or (d) a petition of bankruptcy is filed by or against the other Party and if such petition is not dismissed by the bankruptcy court within sixty (60) days after its filing. A Party’s intent to terminate this Agreement and all Transaction Documents under this Section 7.4 will be made by a written notice to the other Party. If we are the Agreement and/or any Transaction Document is terminated prior to its natural expiration, then all licenses granted by Perforce shall immediately terminate as of the Agreement termination date, unless otherwise agreed by the Parties in breachwriting, you and except as provided in Section 7.2 above. Licensee will receive a prorated refund for any fees paid in advance. We may suspend your immediately (a) discontinue all use of the Licensed Software and Premium Support as applicable Documentation, (b) destroy the original and all copies of the Licensed Software and the Documentation in its possession or control, and (c) provide written confirmation to Perforce of its compliance with the foregoing requirements. Licensee agrees to certify, in writing, compliance with the foregoing undertakings upon Perforce’s request. Termination shall be without terminating prejudice to the rights and remedies of either Party that may have accrued prior to such termination. For the avoidance of doubt, and except in the case of breach of this Agreement during and/or a Transaction Document by Perforce, Licensee shall not be entitled to a refund of any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use prepaid fees upon termination of the Software Agreement and/or any Transaction Document, and Premium Support. Suspension Perforce will only be not release Licensee from its obligations to the extent reasonably necessary until the breach is cured. The parties' rights pay Perforce all fees that are due and obligations owing under this section Agreement and sections entitled "Financial Terms"any Transaction Document prior to its termination. Any provision of this Agreement that expressly, "Ownership"by implication or necessity, "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive contemplates performance or observance subsequent to the termination of this Agreement and/or an Order Form.will survive termination or expiration of the Agreement and will continue in full force and effect, including any outstanding payment obligations. Notwithstanding the foregoing, all licenses granted hereunder shall terminate pursuant to Section 7.5 above. 8 CONFIDENTIALITY‌

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 Termall License terms, unless and until earlier terminated by either party as set forth in accordance herewith or unless either party provides written notice this Agreement. The “Effective Date” 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 causeis the date of purchase. 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 if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the any material breach of this Agreement within thirty (30) days after receipt of written notice. Additionally, you may choose to stop using the Software and terminate this Agreement at any time for any reason upon written notice of the breach; or to WAVES, but, unless you are exercising your right to terminate early pursuant to Section 15(a) (ii) the other party becomes insolvent. Upon Limited Warranty), upon any such termination of a Subscription, the following will apply: (a) All licenses grantedyou will not be entitled to a refund of any pre-paid fees and (b) if you have not already paid all applicable fees for the then-current License term or related Support Services, except for fully-paidany such fees that are outstanding will become immediately due and payable. b) Upon any expiration or termination of this Agreement, perpetual licensesyour License terminates (even Perpetual Licenses), will terminate and you must stop usingcease Using and delete (or at WAVES’ request, de-install return) all Software and permanently delete all of the applicable Software, whether modified or merged into any other materials and/or Applications; (b) all updates in your possession and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) certify accordingly upon WAVES’ request. If we are in breachWAVES terminates this Agreement for cause, you will receive a prorated refund for pay any unpaid fees covering the remainder of the then-current License term after the effective date of termination. In no event will termination relieve you of its obligation to pay any fees paid in advance. We may suspend your use of payable to WAVES for 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 prior to the extent reasonably necessary until effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the breach is cured. The parties' rights and obligations exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this section and sections entitled "Financial Terms"Agreement, "Ownership"by law, "Confidentiality"or otherwise. Any Agreement provision that, "Warranty; Disclaimer"to fulfill the purpose of such provision, "Limitation of Liability", and "General" needs to 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 herein, SHORT NAME's employment under this Agreement will remain shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by SHORT VERSION OF EMPLOYER NAME upon 30 days written notice, and by SHORT NAME upon 30 days written notice. If SHORT VERSION OF EMPLOYER NAME shall so terminate this Agreement, SHORT NAME shall be entitled to compensation for 6 months beyond the termination date of such termination, unless SHORT NAME is in effect until terminatedviolation of this Agreement. If SHORT NAME is in violation of this Agreement, SHORT VERSION OF EMPLOYER NAME may terminate employment with cause without notice and with compensation to SHORT NAME 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 SHORT NAME's exclusive remedy. If SHORT NAME's employment is terminated by SHORT VERSION OF EMPLOYER NAME without cause, SHORT NAME shall continue to receive SHORT NAMEs base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for any Software starts on a period of 6 months from the Effective Date effective date of termination (the Order Form and continues as indicated on the Order Form ("TermSeverance 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." SHORT NAME 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 SHORT NAME complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or an Order Form inventions assignment agreement that SHORT NAME signed, and fails (ii) SHORT NAME executes and delivers to cure the breach within thirty (30) days SHORT VERSION OF EMPLOYER NAME after receipt of a notice of termination a release in form and substance acceptable to SHORT VERSION OF EMPLOYER NAME, by which SHORT NAME releases SHORT VERSION OF EMPLOYER NAME from any obligations and liabilities of any type whatsoever under this Agreement, except for SHORT VERSION OF EMPLOYER NAME's obligations with respect to the breach; Termination Compensation, and that release shall not affect SHORT NAME's right to indemnification, if any, for actions taken within the scope of SHORT NAMEs 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 SHORT NAME's release. If EXECUTIVE NAME terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require EXECUTIVE NAME to continue to perform EXECUTIVE NAMEs duties hereunder for the full notice period, or (ii) the other party becomes insolventterminate EXECUTIVE NAME 's employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of EXECUTIVE NAME 's employment by EMPLOYER FULL NAME. Upon termination Unless otherwise provided by this Section, all compensation and benefits paid by EMPLOYER FULL NAME to EXECUTIVE NAME shall cease upon his last day 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 Formemployment.

Term Termination. Except 11.1 This Agreement is effective as otherwise stated at the date set forth above, and continues until terminated as provided herein, this Agreement will remain in effect until terminatedor by agreement of both parties. 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 Either ADS 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 MCY 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 is in material breach of any material obligation under this Agreement (including the Agreement or an Order Form obligation to pay amounts due hereunder) and fails to cure the breach such nonperformance within thirty (30) days after receipt of following written notice of such failure. This Agreement may also be terminated in the breach; or manner and on the terms set out in section 3 of the Escrow Agreement (iithe "Escrow Agreement") which is incorporated in and forms part of the other party becomes insolvent. ADS Agreement, in which case the rights and obligations of the parties upon termination shall be as set forth in the Escrow Agreement. 11.2 Upon termination of a Subscriptionthis Agreement for any of the above reasons, all licenses granted hereunder shall terminate and if the Licensed Materials have not been delivered to MCY at the time of termination, ADS shall have no obligation to effect such delivery and if the Licensed Materials have been delivered, MCY will immediately destroy the Licensed Materials and all copies in any form,provided, however, that except in the case of termination in accordance with the Escrow Agreement, if MCY has paid all amounts owing to ADS as of the termination date, and MCY is in compliance with and remains subject to the provisions of Articles 1, 5 , 6, 7, 8, 9, 10, and 12, the licenses granted hereunder shall survive 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 FormAgreement. However, ADS may terminate MCY's use of any of the Licensed Materials upon a material breach of any of the surviving sections.

Term Termination. Except as otherwise stated herein(a) This Agreement shall commence on August 8, this Agreement will remain in effect 2007 and continue through August 31, 2017 or until terminated. The term for any Software starts on , suspended, or extended in a manner as prescribed below: (i) Either Party may terminate this Agreement, without cause, upon the Effective Date giving of the Order Form and continues as indicated on the Order Form three ("Term"). Except as otherwise specified 3) years notice 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 writing to the other party at least 30 days prior Party, said termination being effective three (3) years from the date upon which notice is given under this Section 4.7(a). (ii) Failure by STC to meet its payment obligations contained in Sections 2.3, 3.2 and 4.3 of this Agreement is a material breach of this Agreement and CTC reserves the end of the then-current Subscription Term. We may increase pricing applicable right to the renewal of any then-current Subscription Term by providing you with give written notice thereof, including by email, at least to STC to cure such default within thirty (30) days prior days; provided, however, that any failure to meet a payment obligation by STC shall not be a material default if and to the end extent that the payment amount in question is the subject of a good faith dispute by STC and such Termgood faith dispute has been asserted by STC in writing. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will If STC 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 cured a payment default within thirty (30) days after notice, CTC shall be entitled, in addition to any other rights it may have under this Agreement or otherwise under law, to terminate this Agreement immediately. (iii) A breach by STC of the exclusivity covenant contained in Section 4.2 is a material breach of this Agreement and CTC reserves the right to give written notice to STC to cure such default within sixty (60) days. If STC has not cured such default within sixty (60) days after notice, CTC shall be entitled, in addition to any other rights it may have under this Agreement or otherwise under law, to terminate this Agreement immediately. (iv) Failure by CTC to perform a material term of this Agreement shall entitle STC to give written notice to CTC to cure such default within thirty (60) days. If CTC has not cured such default within thirty (60) days after receipt of written notice, STC may at its discretion terminate this Agreement, subject to the transition provisions set forth in Section 4.8, in addition to any other rights it may have under this Agreement or otherwise under law. (v) In the event that an event or multiple events reasonably proximate in time and related in subject matter, outside of CTC’s reasonable control, increase(s) CTC’s costs to perform the distribution services provided under this Agreement and for all other publications distributed by CTC (including, without limitation, publications owned by CTC or its affiliates) by more than fifteen percent (15%) over the aggregate cost to perform such services as of the date immediately prior to the occurrence of such event or events (an “Extraordinary Cost Increase”), then CTC shall give written notice to STC detailing the components of the Extraordinary Cost Increase and revised fee schedules determined in accordance with Schedule D-2 attached hereto. Within thirty (30) days of receipt of such written notice, STC shall provide CTC with written notice of its election to either (1) continue the breachAgreement at the increased rates specified in CTC’s notice; or (ii2) terminate the other party becomes insolventAgreement at such time specified in the notice. Upon termination of a SubscriptionIn the event STC elects to terminate the Agreement pursuant to the immediately preceding sentence, the increased rates will apply commencing thirty (30) days 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 receipt of CTC’s notice communicating the Extraordinary Cost Increase through the end of the applicable Softwareterm as specified in STC’s termination notice. Notwithstanding the foregoing, whether modified or merged into increases in fuel expenses shall not qualify as an Extraordinary Cost Increase, it being the intention of the Parties that the Fuel Escalator contemplated by Section 4.9 hereof shall be the sole and exclusive price adjustment mechanism for changes in fuel costs. (vi) Beginning in August 2013, the Parties shall meet and confer in good faith for the purpose of renegotiating the fees, rates and other materials and/or Applications; terms set forth herein for periods beyond the expiration of the initial ten (10) year term. The Parties shall complete negotiations of term, fees and rates for renewal no later than August 1, 2014. (b) all updates The terms 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 conditions of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice that, by their sense and a chance context, are intended 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 FormAgreement, including specifically and without limitation the provisions of Section 4.6 of this Agreement, shall so survive the expiration or termination of this Agreement, regardless of the reason for such expiration or termination.

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 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, 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 as otherwise specified Agreement is set forth in the applicable Order Form, subscription terms are for twelve (12) months from Pricing Exhibit to 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 License Agreement. b. If either party in accordance herewith hereto fails to perform or unless either comply with any material term or condition of this Agreement, specifically including Client’s failure to pay any Fees (such party provides being the “Breaching Party”), and such failure continues unremedied for 30 (thirty) days after receipt of written notice of nonrenewal to notice, 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 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. Client may terminate this Agreement at any Order Form immediately on notice if (i) time during 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 Initial Term effective as of the breach; date of the next annual anniversary of the Effective Date if Client’s budget (funding) is eliminated and Client provides written evidence to Innovative of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Innovative. d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be responsible for all Fees and expenses for the Software provided prior to and as of the date of termination. 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 other than the obligation of the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c. (Software License), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 (Client Configurations) and Section 13 (General). Within 30 (thirty) days of receipt of a written request following a termination of this Agreement, each party must return or merged into destroy all Confidential Information of the other materials and/or Applications; party, as requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data containing Confidential Information of the other party when it would be commercially impracticable for the receiving party to do so (bfor example, when Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 (Confidentiality) all updates and upgrades cease; (c) All amounts due under any unpaid invoices hereof will become due and payable immediately; and (d) If we are in breach, you continue to restrict the receiving party’s use or disclosure of such Confidential Information. Neither party will receive a prorated refund be liable to the other for any fees paid in advance. We may suspend your use termination or expiration of the Software and Premium Support as applicable without terminating this Agreement during in accordance with its terms. e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any period parts of material breachits programming, data model, or any other information regarding which Innovative claims a proprietary or Intellectual Property Right. 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 To the extent reasonably necessary until the breach that Innovative 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 requested to perform any services for Client in connection with the termination of this Agreement and/or an Order Form(including without limitation providing Client with a copy of Client Data in a commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a written statement of work under a separate professional services agreement and paid for by Client, applying Innovative’s then-current rates for daily/hourly work, as the case may be.

Term Termination. Except as otherwise stated herein(a) This Agreement shall continue in operation, unless terminated in accordance with the terms hereof, until the end of 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 accordance with Section 14(b) or Section 14(d), respectively; provided, however, that, notwithstanding anything in this Agreement to the contrary, no termination or non-renewal of this Agreement shall become effective unless and until terminatedthe Company shall have caused iStar to be released and discharged from all liabilities and obligations under the CMBS Guaranty Agreements by all parties thereto, or the Company shall have caused an entity reasonably acceptable to iStar to agree to indemnify, defend and hold harmless iStar from and against any loss or liability arising under the CMBS Guaranty Agreements. The term for any Software starts on the Effective Date iStar is made an express beneficiary of the Order Form and continues as indicated on foregoing obligations of the Order Form Company. ("Term"). Except as otherwise specified b) Notwithstanding any other provision of this Agreement to the contrary, the Company may, without cause, 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 connection with the expiration of the previous Subscription 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 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 Manager not less than one hundred eighty (30180) days prior to the end expiration of the Initial Term or any Automatic Renewal Term (the “Termination Notice”), decline to renew this Agreement upon the affirmative vote of at least two-thirds (2/3) of the Independent Directors that there has been unsatisfactory long-term performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole. In addition, the Company may, without cause, in connection with the expiration of the seventh Automatic Renewal Term or any Automatic Renewal Term thereafter, by written notice to the Manager not less than one hundred eighty (180) days prior to the expiration of the then current Automatic Renewal Term, decline to renew this Agreement upon the affirmative vote of at least two-thirds (2/3) of the Independent Directors that the Management Fee payable to the Manager is not fair, subject to Section 14(c) below. Any such nonrenewal pursuant to this paragraph (b) is referred to as a “Termination Without Cause”. In the event of a Termination Without Cause, and provided the Total Equity condition to payment of the Termination Fee described in Section 17 has been satisfied, the Company shall pay the Manager the Termination Fee before or on the last day of the Initial Term or such Automatic Renewal Term, as the case may be (the “Effective Termination Date”), subject to the Company’s right to elect to defer the payment of up to 50% of the Termination Fee pursuant to Section 17. Unless otherwise indicated on an Order Form, you The Company may terminate this Agreement or any Order Form at any time without cause. Howeverfor cause pursuant to Section 16 hereof even after a Termination Notice and, we will not provide refunds if in such case, no Termination Fee shall be payable. (c) Notwithstanding 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 provisions 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; subsection (b) all updates above, 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 Management 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 Automatic Renewal 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 Management 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 Management Fee. Thereupon, the Company and upgrades cease; the Manager shall endeavor to negotiate the Management Fee in good faith. Provided that the Company and the Manager agree to a revised Management 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 Management Fee or other compensation structure shall be the revised Management Fee or other compensation structure 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 Management Fee or other compensation structure promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree as to a revised Management Fee or other compensation structure during such sixty (60) day period, this Agreement shall terminate on the Effective Termination Date and, and provided the Total Equity condition to payment of the Termination Fee described in Section 17 has been satisfied, the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date, subject to the Company’s right to elect to defer the payment of up to 50% of the Termination Fee pursuant to Section 17. (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 one hundred eighty (180) days prior to the expiration of the Software 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 shall not be renewed and Premium Support extended and this Agreement shall terminate effective on the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable; provided however, that the Company may elect, in its sole discretion, to accelerate the effective date of such termination to a date prior to the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable without terminating (such accelerated date, the “Accelerated Termination Date”). For the avoidance of doubt, the Company’s acceleration of the effective date of such termination in accordance with the foregoing proviso shall not affect or limit any obligation of the Company to pay any Management Fee otherwise payable in accordance with the terms of 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 in respect of the Software period between the Accelerated Termination Date and Premium Supportthe date on which the Initial Term or then current Automatic Renewal Term would have otherwise expired. Suspension will only be The Company is not required to pay to the extent reasonably necessary until Manager the breach Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(d). (e) If this Agreement is curedterminated pursuant to Section 14, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 10, 11 and 17 of this Agreement. The parties' rights In addition, Section 12 and obligations under Section 22 of this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" Agreement shall survive the termination of this Agreement. (f) During the period between any notice of termination and the expiration of the Initial Term or then current Automatic Renewal Term, as applicable (or, if the termination date is accelerated in accordance with Section 14(d), the Accelerated Termination Date), the Manager shall continue to perform its duties and obligations as Manager under this Agreement and/or and shall provide cooperation to the Company to execute an Order Formorderly transition of the management of the Company’s consolidated assets to a new manager. To the extent practicable, during the 60-day period immediately following the termination date of this Agreement, the Manager shall continue to provide cooperation to the Company and its new manager to execute an orderly transition of the management of the Company to such new manager.