Common use of Termination and Expiration Clause in Contracts

Termination and Expiration. 13.1 YALE shall have the right to terminate this Agreement after written notice to LICENSEE in the event LICENSEE: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article

Termination and Expiration. 13.1 YALE shall have the right to a. Viggle may terminate this Agreement after on 90 days prior written notice to LICENSEE in without cause. In the event LICENSEE:of such termination without cause, during the 90 day notice period, and for up to 30 days thereafter, (i) Agent shall provide reasonable cooperation to Viggle with respect to Viggle’s plans to transition to other sales arrangements, Viggle shall reimburse Agent for out-of-pocket expenses arising from such cooperation, (ii) the provisions of Section 3(d) shall cease to apply effective upon such termination and (ii) the provisions of Section 1(b) shall not apply during such period. (a) b. In the event that Agent breaches the provisions of Section 3 d of this Agreement, and Agent fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all cure such payments (and all interest due on such payments under Article 6.4) breach within the thirty (30) day period after 30 days following receipt by Agent of written notice from YALE; or (b) commits Viggle of a material breach by Agent of any other provision of Section 3 d, then Agent shall be deemed to have wrongfully terminated this Agreement which without good cause, and Viggle shall be entitled to recover from Agent damages equal to the following: (i) for so long as Xxxxxx Xxxxxxxxx is not cured (if capable the CEO of being cured) within both Agent and Viggle, the sixty (60) day period after receipt net revenues to Viggle from the sales of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment Services for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to 12 months preceding the effective date of such termination termination, but not less than ten million dollars ($10,000,000) or (ii) if Xxxxxx Xxxxxxxxx is not the CEO of both Agent and specifically LICENSEE’s obligation Viggle, the actual damages suffered by Viggle as a result of such termination. Any notice from Viggle of an alleged breach of Section 3 d shall specify in detail the facts which Viggle asserts give rise to pay all royalties the breach. Any claim by Viggle arising from an alleged breach of Section 3 d shall be asserted within 15 days of the occurrence of the alleged breach or will be deemed waived. In the event that Viggle claims that Agent has terminated this Agreement without good cause and other payments specified Agent disputes such claim, the dispute shall be resolved pursuant to arbitration as provided in Section 22. c. Agent may terminate this Agreement if Viggle is in material breach of its obligations hereunder and fails to cure such breach within 30 days following receipt by Articles 4Viggle of written notice of such breach from Agent. For purposes of this Agreement, 5 and 6. The following provisions a “material breach” by Viggle shall survive be deemed to have occurred if either (i) Viggle is 60 days or more in arrears with respect to the payment of Commissions to Agent or (ii) the lockbox required pursuant to Section 12(b) above is not set up in a timely manner because of any termination: Articleaction or inaction on the part of Viggle.

Termination and Expiration. 13.1 YALE Dealer's Appointment as an authorized Tektronix value added dealer shall have automatically renew for one year intervals at the right to terminate this Agreement after end of the period specified in a respective Supplement unless Dealer receives written notice to LICENSEE in of termination. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TEKTRONIX SHALL HAVE NO OBLIGATION TO RENEW DEALER AS AN AUTHORIZED TEKTRONIX VALUE ADDED DEALER, NOR TO PROVIDE ANY SUPPLEMENT BEYOND THE SUPPLEMENT INITIALLY ATTACHED TO THIS AGREEMENT. Notwithstanding any other provision of the event LICENSEE: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within Agreement, either party may terminate for convenience the Dealer's appointment upon not less than thirty (30) day period days written notice to the other party. Tektronix may terminate this Agreement immediately in the event that: (i) Dealer engages in an unlawful business practice or conduct prohibited in part b of Section 6, General Obligations As An Authorized Dealer; (ii) Dealer breaches or defaults any provision of this Agreement unless such breach or default is corrected or cured within fifteen (15) days after receipt of written notice from YALETektronix; (iii) There is any material change or transfer in the management or control of Dealer, or any transfer of any substantial part of its business; or (biv) commits a material breach Any conduct or proposed conduct of Dealer should expose or threaten to expose Tektronix to any liability or obligation under the Export Administration Act of 1979, as amended, or any other provision of this Agreement which is not cured (if capable federal, state or local law. Upon the expiration or termination of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE Dealer's appointment. Dealer shall cease representing itself as an authorized value added dealer of Tektronix The expiration or termination of Dealer's appointment shall relieve Dealer of the responsibilities and obligations set forth in Sections 5 and 6 and shall relieve Tektronix of any obligation to carry on its business offer Products to Dealer at the discounts granted herein or becomes INSOLVENTto accept purchase orders from Dealer. However, the expiration or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit termination of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Dealer's appointment will not release either party from any obligation with respect to the omitted portions. 13.3 LICENSEE shall any Products that have the right been shipped. If Dealer's appointment is terminated, Tektronix or Dealer may, at its option, cancel any further shipments on any outstanding purchase order without cancellation charge; except, Tektronix agrees to terminate this Agreement upon written notice sell to YALE: (a) at Dealer any time on three (3) months’ notice Products which Dealer is contractually obligated to YALEfurnish to a customer and which Dealer does not have in its inventory, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or that Dealer orders such Products within ten (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (6010) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under Upon the Agreement shall terminate upon expiration or termination of Dealer's appointment and the effective date request of either party, Dealer will sell and Tektronix will purchase any unsold Products at the net price paid by the Dealer provided the Products are deliverable as new, unused, in original cartons and are of current version. Tektronix' acceptance of any purchase order after any notice of termination except with respect to payments incurred prior to such effective date. Notwithstanding is given or after the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) expiration of Dealer's appointment shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination not operate as a renewal of this Agreement subject or as a waiver or such termination or expiration. Neither Tektronix nor Dealer shall be liable to Article 13.4(c). Notwithstanding the foregoingother, each SUBLICENSEE shall have the continuing obligation or to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned other person for any losses or damages of any kind whatsoever, solely by LICENSEE) after any such termination, and shall continue until the earlier reason of the events to occur expiration, termination or non-renewal of Dealer's appointment. Neither Tektronix nor Dealer shall make any claim against the other for loss of compensation or profits or loss of prospective compensation or prospective profits in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination respect of any sales contemplated or on account of any expenditures, investments, or commitments made by either party in reliance upon this Agreement shall not affect any rights or obligations accrued prior to the effective date continuation of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: ArticleDealer's appointment.

Termination and Expiration. 13.1 YALE shall have the right to terminate this Agreement after written notice to LICENSEE in the event LICENSEE: (a) fails to make 34.1 If Venture commits any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured material covenant, representation, warranty or agreement herein contained and Venture will have failed to remedy any such material breach within one hundred eighty (if capable of being cured180) within the sixty (60) day period days after receipt by Venture of written notice thereof from YALEby Intermec, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE Intermec may terminate this Agreement immediately upon written notice and, at its discretion, terminate all or part of the Purchase Orders in force at the time, simply by sending Venture a registered letter with acknowledgement of delivery to LICENSEEthis effect. The said registered letter will indicate the scope of the termination with regard to the Purchase Orders in force at the time and the effective date of termination. 13.2 This Agreement shall terminate automatically without 34.2 If Intermec commits any notice material breach of any material obligation herein contained and Intermec will have failed to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty remedy any such material breach within one hundred eighty (60180) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [days ***] Certain information in this document has * Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested after receipt by Intermec of written notice thereof by Venture, Venture may terminate this Agreement and, at its discretion, terminate the Purchase Order concerned simply by sending Intermec a registered letter to this effect with respect request for acknowledgement of delivery, it being understood that the services carried out and the Product supplied will remain payable. 34.3 A Party will provide written notice (the “Notice”) to the omitted portions. 13.3 LICENSEE shall other Party immediately upon the occurrence of any insolvency, bankruptcy or liquidation or filing of any application thereof, or other commitment of an affirmative act of insolvency (“Events”). Either Party will also have the right to terminate this Agreement with immediate effect by giving written notice of termination to the other Party at any time upon or before the later of (i) sixty (60) days after the occurrence of any of the Events with respect to such other Party (unless such event ceases within such period), or (ii) sixty (60) days after receipt of the Notice (unless such event ceases within such period). 34.4 Intermec may terminate this Agreement, or any portion thereof, for convenience upon one hundred eighty (180) days advance written notice to YALE:Venture. (a) at any time on three (3) months’ notice to YALE34.5 If this Agreement is terminated by Venture or Intermec for material breach, provided LICENSEE is not in breach Intermec will be liable for all Components on-hand and upon payment on-order as of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within Venture will invoice Intermec no earlier than sixty (60) days after the effective date of termination LICENSEE shall return to YALEtermination, as follows: (ai) all materials relating to or containing Total of the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; then-current Product price in Venture’s inventory, and (cii) all payments incurred up the total price of work-in-process Products, pricing will be proportional to the effective date stage of termination. LICENSEE’S payment obligations under completion to the Agreement shall terminate upon finished Product pricing, and (iii) Total of Venture’s then-current quoted BOM price for all Components on-hand and on-order procured specifically for Intermec, and, (iv) any unamortized investment made by Venture specifically for the effective date manufacture of termination except with respect Products provided that Intermec has agreed to payments incurred such investment and the appropriate amortization rate in writing prior to such effective datethe investment being made by Venture. Notwithstanding the foregoing, Venture will use its best efforts to mitigate the amounts required to be paid by Intermec under this provision. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission. 34.6 Unless otherwise expressly agreed, the expiration or termination of this Agreement will be without effect on Open Purchase Orders in force on the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier effective date of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon expiration or termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination . The provisions of this Agreement subject will survive to Article 13.4(c)the extent necessary to complete the Performance of such Open Purchase Orders until the last such Purchase Order is terminated or arrives at its expiry date. 34.7 Upon termination or expiration of this Agreement: (i) Venture will cease all manufacture of Products, excluding Products to be delivered under Purchase Orders issued and accepted prior to the termination date unless otherwise directed by Intermec. (ii) Venture will return all tooling, fixtures and any other items provided by Intermec or procured by Venture and paid for by Intermec. Such items will be returned in working condition. Shipment of such property will be at the expense and risk of Intermec. 34.8 Notwithstanding the foregoing, each SUBLICENSEE shall have if this Agreement is terminated or expires for any reason, the continuing obligation Parties will, at Intermec’s option, continue to pay EARNED ROYALTIES perform as if the Agreement were still in force for a transition period up to YALE on any ROYALTY PRODUCT two (including those covered only by POOLED PATENTS owned solely by LICENSEE2) years after any such terminationtermination or expiration, provided that Intermec requests such a transition period and shall continue until specifies the earlier term of such transition in a written notice to Venture prior to such termination or expiration of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCTAgreement. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article

Termination and Expiration. 13.1 YALE 18.1 This Agreement shall have expire as provided above. It may also be terminated by the right to terminate this Agreement after Company upon not less than ten (10) days' written notice to LICENSEE in Distributor upon any of the event LICENSEEfollowing: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4If there is a change in i.) within the thirty (30) day period after receipt beneficial ownership of written notice from YALE; or (b) commits a material breach 50.1% or more of any other provision Distributor's voting stock, based upon the ownership of this Agreement which is not cured (if capable Distributor's stock as of being cured) within the sixty (60) day period after receipt of written notice thereof from YALECommencement Date, or upon receipt ii.) the direct or indirect control or management of Distributor. Such change shall include but shall not be limited to any sale, lease, transfer or disposal, whether by contract, will, intestacy, or otherwise. Distributor agrees to furnish Company, at Company's request, with the names of all persons and other legal entities having any beneficial ownership, management or control of Distributor, as well as the exact nature of such notice if such breach is not capable of being cured; or (c) fails to obtain ownership, management or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALEcontrol; (b) If in any calendar year Distributor fails to satisfy the last report required under Article 7 or 9; andminimum sales requirements set forth in this Agreement for such year provided that notice to such effect is delivered to Distributor, pursuant to the terms of this Agreement, within thirty (30) days following receipt of information regarding Distributor's sales in the Territory as provided in Section 14.2 of this Agreement; (c) all payments incurred up If Distributor fails to open any required letter of credit in a timely fashion, as provided in Section 5, or fails to replace such letter of credit with another acceptable Letter of Credit or to prepay or pay the purchase price prior to delivery if the issuing bank fails, is prevented or refuses to pay thereon, unless cured within such ten (10) day notice period; (d) If Distributor fails to remain in compliance with local laws, rules and regulations throughout the Territory, in accordance with Section 16.1, relating to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect activities to payments incurred prior to such effective date. Notwithstanding the foregoingbe performed hereunder, or any necessary registration, license or permit filed on Distributor's behalf in the event that YALE elects to allow LICENSEETerritory is revoked, its SUBLICENSEES, lapses or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until is otherwise no longer in effect during the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination term of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this unless cured within such ten (10) day cure period. 18.2 This Agreement shall also terminate on immediately by its own force upon notice from the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on Company upon any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(ífollowing: a) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to Company ceases distributing the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: ArticleProduct(s) under the Company trademark;

Termination and Expiration. 13.1 YALE 15.1 Superstill may, at its election, terminate this Agreement upon the failure of PMC to make any payment by the date on which such payment was due. 15.2 In the event of a material breach by PMC of this Agree- ment by reason other than failure to timely pay royalties as noted in Section 6.1, then notwithstanding any other provision herein or any other legal right or remedy otherwise available to it, Superstill's SOLE remedy shall have be to convert this license from exclusive to non-exclusive in accordance with the right following Section 15.4 and submit any claim for monetary damages to arbitration. 15.2.1 Superstill may, at its election, convert this Agreement to a non-exclusive license in accordance with the following Section 15.4 upon the gross failure of PMC to fulfill its obligations under Section 3.3 (simple failure to meet forecasted projections shall not be considered as sufficient to satisfy this condition). 15.3 PMC may, at its election, terminate this Agreement on the happening of the following event: 15.3.1 The material breach by Superstill of this Agreement. 15.4 The party electing to terminate this Agreement after Agreement, or con- vert this license to non-exclusive for breach, shall first provide the other party with written notice specifying the grounds for such termi- nation or conversion and if, within thirty (30) days from the date of receipt of such notice, such other party shall cure or correct, or commence substantial efforts to LICENSEE in effect a cure within a reasonable time thereafter, the event LICENSEE: (a) fails to make any material payment due and payable pursuant to breach, defect or default which shall be the grounds therefor, then this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) not be terminated or converted, as the case may be. If the default is not cured within the thirty (30) day period after receipt of written notice from YALE; or (b) commits period, or if substantial efforts have not been undertaken to effect a material breach of any other provision of cure within a reasonable time thereafter, the complaining party may terminate or convert this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or at any time thereafter upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon a second written notice to LICENSEEthe defaulting party, without prejudice to other rights and remedies the complaining party may have. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business 15.5 The termination or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination expiration of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier irre- spective of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement ground thereof and the party effecting same, shall not affect relieve any rights party of any obligations which arose or obligations accrued became due hereunder prior to the effective date of such termination termination, nor of any of the obli- gations or rights set forth in Sections 2, 3, 5.1, 10, 11, 12, and specifically LICENSEE’s obligation to pay 16, all royalties and other payments specified by Articles 4, 5 and 6. The following of which provisions shall survive such termination or expiration. 15.6 Upon termination or expiration of this Agreement, and at such time as PMC holds no other license relating to the Patent Rights, and, upon request of Superstill and at PMC's expense, PMC shall return to Superstill all copies of documents originated by Superstill which contain the Patent Rights, which are in PMC's or its affiliates' posses- sion or control, and shall not thereafter utilize in any termination: Articleway the Patent Rights to the extent that they are valid and subsisting. Notwithstand- ing the foregoing, PMC shall have the right to manufacture and sell Licensed Products, and order parts from vendors, as reasonably necessary to complete the use of its inventories, if any, for Licensed Products and continue to service all Licensed Products previously manufactured and/or sold by PMC, its agents, its distributors, or its sublicensees. 15.7 In the event either party directly sells a Licensed Pro- duct outside his Field without the express approval of the other, then said party shall pay a fee of 20% of the Net Sales price thereof to the other party.

Termination and Expiration. 13.1 YALE shall have the right to 14.1. epay may suspend and/or terminate this Retailer Agreement in respect of any or all of the Products, any or all of the Alternative Payment Services and/or any or all Nominated Stores with immediate effect by notice in writing to Retailer on or at any time after written notice to LICENSEE in the event LICENSEEoccurrence of any of the following events: (a) fails to make Retailer breaching any material payment due provision of this Retailer Agreement, and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) that breach not being rectified by Retailer within the thirty (30) day period after receipt 30 days of written a notice from YALE; orepay to do so; (b) commits a material breach such suspension and/or termination being required by any Provider in respect of all or any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; orProvider’s Products; (c) fails the Point of Sale System being deemed to obtain be non-compliant with epay’s or maintain adequate insurance as described in Article 14Provider’s certification requirements and/or such suspension and or termination being required to protect the technical integrity of the Host System; (d) epay determining that Retailer has done or is about to do anything that epay considers will damage epay’s goodwill or reputation and/or that of any Provider; (e) Retailer becoming Insolvent; (f) Retailer failing to make payment for any Product sold; and/or (g) Retailer committing an act of fraud, whereupon YALE misrepresentation or deceit, including without limitation tampering with Products, Paper Stock, Card Stock and/or Equipment; and/or 14.2. Retailer may terminate this Retailer Agreement immediately upon written with immediate effect by notice in writing to LICENSEE. 13.2 This Agreement shall terminate automatically without epay on or at any notice to LICENSEE in time after the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for occurrence of any of the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALEfollowing events: (a) at epay breaching any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions provision of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such terminationRetailer Agreement, and subject that breach not being rectified by epay within 30 days of a notice from Retailer to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALEdo so; (b) the last report required under Article 7 Equipment breaking down or 9malfunctioning and epay failing to dispatch a replacement Terminal, in accordance with this Retailer Agreement and the agreed service levels, on three or more occasions or failing to replace a faulty Terminal for a continuous period of 10 Business Days; andand/or (c) all payments incurred up to the effective date of terminationepay becoming Insolvent. 14.3. LICENSEE’S payment obligations under the This Retailer Agreement shall terminate upon the effective date of termination except cease to apply with respect to payments incurred prior sales of Products and/or Alternative Payment Services on termination or expiry of epay’s corresponding agreement with the relevant Provider (“Provider Agreement”) and neither Party shall have any liability to the other in respect of such effective datetermination. On expiry or termination of all of the Provider Agreements, this Retailer Agreement shall immediately and automatically terminate. 14.4. Notwithstanding the foregoingexpiry or termination of a Provider Agreement with a particular Provider, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) this Retailer Agreement shall continue in full force and effect with respect to pay royalties the sale of Products and/or Alternative Payment Services in respect of which another Provider Agreement remains in force. 14.5. Upon termination or expiration of this Retailer Agreement, (a) all rights and obligations of epay and Retailer shall cease to YALE until have effect immediately except that termination or expiration shall not affect: (i) the earlier rights and obligations of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on Parties accrued at the date of termination or expiration; and (ii) without limiting clause 14.7, the continued existence and validity of the rights and obligations of the Parties under those provisions of this Retailer Agreement subject which are expressed, or by their nature are intended, to Article 13.4(c). Notwithstanding survive termination or expiration and any provisions of this Retailer Agreement necessary for the foregoing, each SUBLICENSEE interpretation or enforcement of this Retailer Agreement; and (b) the Software Licence shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCTbe revoked. 13.5 Termination 14.6. Immediately upon termination or expiration of this Agreement shall Retailer Agreement, or immediately upon termination or expiration of Retailer’s authorisation to offer and conclude any Product Sales and/or offer and provide Alternative Payment Services, Retailer must: (a) cease offering for sale, selling or supplying the terminated/expired Products and/or offering the terminated/expired Alternative Payment Services (as applicable) and must not affect any rights or obligations accrued prior hold itself out as being authorised to do the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Articlesame;

Termination and Expiration. 13.1 YALE a) The term of this Agreement for the Base Service shall commence upon the activation of your Service and shall continue until the date that you move out of the apartment home community, or terminated as provided for in this Agreement. If you have subscribed to any Additional Services, the right to term shall continue on a month-to-month basis thereafter until terminated as provided for in this Agreement or until superseded by a revised Agreement. b) We may terminate this Agreement after and the Service: (i) at any time without prior notice if you fail to comply in full with any term of this Agreement or violate the AUP; or (ii) for any other reason upon thirty (30) days’ notice to you. In the event OC terminates the Service for any reason other than your violation of this Agreement &/or the AUP, any fees and charges for Additional Services are for thirty (30) days. No payment will be prorated, except for whole months remaining. c) You may terminate this Agreement for Additional Service upon giving OC thirty (30) days written notice of termination, in accordance with the terms of this Agreement. Service is for thirty (30) days. No payment will be prorated, except for whole months remaining. The written notice must contain your full name, billing address and termination date. d) Upon our request, you will permit us, and our employees, agents, contractors, and representatives, to LICENSEE access your premises during regular business hours to remove or repair any OC equipment and other material provided by OC. This removal will be conducted at an agreed to time. If you remove, alter, modify or tamper any OC equipment, you agree that OC may xxxx you for the charges referred to in Section 3(b) above, including without limitation charging your credit card if applicable. You also acknowledge that altering, modifying or tampering any OC equipment constitutes a violation of the AUP and may result in the event LICENSEE:immediate suspension of the Service &/or termination of the Service. (ae) fails You agree that upon termination of this Agreement: You will immediately cease use of the Service and the OC Equipment, and uninstall and destroy all copies of any software provided to make any material payment due and payable you pursuant to this Agreement unless LICENSEE or otherwise used by you to access the Service. f) You agree that you will not resell the Service to any third parties without prior express written consent from OC. You also agree that you will not provide web hosting and/or web server services to any third parties through the Service. If you violate this clause, then this Agreement shall make all such payments (be subject to immediate termination for both the Base Service and all interest due Additional Services, and OC reserves the right to take other appropriate legal action against you. g) OC reserves the right to refuse the application or reapplication for the Base Service &/or Additional Services of anyone whose account has been canceled for a violation of the AUP or this Agreement, or anyone whom OC suspects is acting on such payments under Article 6.4) within the thirty (30) day period after receipt behalf of written notice from YALE; or (b) commits someone whose account has been canceled for a material breach of any other provision violation of this Agreement which is not cured (if capable of being cured) within &/or the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEEAUP. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have OC reserves the right to terminate this Agreement upon written notice cancel or suspend all other accounts belonging to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not you if one of your accounts was involved in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions violation of this Agreement &/or the AUP. OC reserves the right to disconnect or temporarily suspend an account without warning if OC believes in good faith that such disconnection or suspension would prevent or stop a violation of this Agreement &/or AUP. h) Nothing contained in this Agreement shall be construed to limit OC's rights and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, remedies available at law or upon receipt of such notice if such breach is not capable of being cured, 13.4 in equity. Upon termination of this Agreement for any reason, OC and its suppliers reserve the right to delete all rights your data, files, electronic messages or other customer information that is stored on OC's or its suppliers' servers or systems. In addition, you may forfeit your account user name and licenses granted to LICENSEE under all IP and web space addresses. We shall have no liability whatsoever as the terms result of the loss of any such data, names or addresses. i) All representations, warranties, indemnifications and limitations of liability contained in this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after shall survive the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses as well as any other obligations of the parties hereunder which, by their terms, would be expected to survive such termination or which relate to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued period prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article.

Termination and Expiration. 13.1 YALE a. This Agreement shall have become effective as of the Effective Date or other commencement date expressed in any signature document portion of this Agreement or in any other document entered into, agreed upon, or used from time to time by the parties that incorporates by reference these Information Services Agreement General Terms and Conditions and shall continue in effect through the delivery of all Data, Software, Documentation, and Services provided under this Agreement and payment by CLIENT for all such Data, Software and Services, in accordance with the terms of this Agreement and subject to the early termination rights set forth in this Agreement. b. Either party hereto may terminate this Agreement upon sixty (60) days advance written notice to the other party in the event of a material breach of this Agreement by the other party that has not been cured within such sixty-day period. In addition to the above, IMS may terminate this Agreement and any license granted to CLIENT under this Agreement immediately upon notice to CLIENT if: (i) CLIENT fails to pay IMS any license fees or other fees or charges due under this Agreement within ten (10) days of CLIENT’s receipt of notice to do so from IMS; or (ii) CLIENT has not cured any material breach of the license or confidentiality provisions of this Agreement within ten (10) days of CLIENT’s receipt of notice of such breach from IMS; or (iii) CLIENT becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law. c. IMS reserves the right to terminate this Agreement after written notice any Data, Software, or Service at any time as a result of a discontinuance of production or support of such Data, Software, or Service generally with respect to LICENSEE in all IMS clients. In the event LICENSEE: (a) fails of any such discontinuance and termination, IMS will use reasonable efforts to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the give CLIENT at least thirty (30) day period after receipt of days advance written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails termination. IMS will provide to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE CLIENT a credit in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit amount of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested any fees pre-paid by CLIENT with respect to the omitted portions. 13.3 LICENSEE shall have the right such discontinued Data, Software, or Service that are applicable to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout periods following the effective date of any such termination; or. (b) d. Other than as stated above in this Termination and Expiration Paragraph, this Agreement may not be terminated or canceled by either party, in whole or in part, prior to the event YALE commits a material breach of any expiration of the provisions periods indicated in any Schedule of this Agreement and such breach is not cured (if capable of being cured) within Fees & Services as the sixty (60) day period after receipt of written notice thereof from LICENSEEperiods during which the applicable Data, Software, and/or Services are to be provided. e. Upon the expiration or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all the rights and licenses granted to LICENSEE obligations of the parties hereto under the terms Paragraphs of this Agreement are terminated. Upon such terminationentitled “LICENSE GRANTS AND SERVICES”, “USE RESTRICTIONS”, “PAYMENT AND ADJUSTMENT OF FEES AND CHARGES”, “CONFIDENTIALITY”, “TERMINATION AND EXPIRATION”, “LIABILITY AND REMEDIES”, “REPRESENTATIONS AND WARRANTIES”, “ASSIGNMENT”, and subject to Article 13.4“MISCELLANEOUS” which, YALE may electby their nature, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, should survive the expiration or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to shall survive and remain in effect after such expiration or termination; provided, however, in the POOLED PATENTS that are granted by LICENSEE pursuant to event this Agreement shall also terminate on the date is terminated by IMS as a result of termination a breach by CLIENT of a material provision of this Agreement subject to Article 13.4(c). Notwithstanding Agreement, IMS may: (i) require that CLIENT cease any further Use of the foregoingData, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such terminationSoftware, Documentation, Services, and shall continue until the earlier other IMS Confidential Information provided to CLIENT in connection with this Agreement and return to IMS all copies of the events to occur Data, Documentation, Software, and other IMS Confidential Information or any portion thereof which are then in Article 6.1(d)(íCLIENT’s control or possession; and/or (iii) for each such ROYALTY PRODUCT. 13.5 Termination cease performance of all of the IMS obligations under this Agreement shall not affect any rights or obligations accrued prior without liability to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: ArticleCLIENT.

Termination and Expiration. 13.1 YALE shall have 1. Either party may terminate the right to terminate this Agreement after or Product Exhibit or any Purchase Order (i) immediately upon written notice to LICENSEE in if the event LICENSEE: other party commits a non-remediable material breach; or (aii) if the other party fails to make cure any remediable material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) breach within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable days of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt notified in writing of such notice if breach, unless such breach is not capable for non-payment and then within five (5) days of being cured; orsuch notice. (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE 2. Either party may terminate the Agreement and each Product Exhibit immediately by written notice if no Purchase Order is in effect. 3. On termination or expiration of the Agreement, all Software licenses and Service access granted under this Agreement immediately upon written notice to LICENSEEshall automatically terminate with immediate effect. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE 4. Unless otherwise set forth in the event LICENSEE shall cease applicable Product Exhibit or Purchase Order, the Initial Term applicable to carry each Purchase Order (including follow-on its business or becomes INSOLVENTorders) commences on the later of: (i) the date Proofpoint ships a production Appliance to Customer, (ii) the date Proofpoint processes the applicable Purchase Order for a Proofpoint Product evaluated by the Customer, or a petition in bankruptcy is filed against LICENSEE and is consented to(iii) for all other Proofpoint Product orders, acquiesced in or remains undismissed the date Proofpoint sends to Customer an email indicating that the Proofpoint Products are available for sixty use (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsextent each of the foregoing applies to Customer’s engagement). Upon expiration of the Initial Term under each Purchase Order the subscription term applicable to such Purchase Order shall automatically renew for Extension Terms unless otherwise agreed by the parties or either party gives the other notice of non-renewal at least ninety (90) days prior to the end of the relevant subscription term. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in 5. In the event YALE commits a material breach of any the termination or expiration of this Agreement, the provisions of this Agreement and such breach is not cured (if capable of being cured) within which by their nature extend beyond the sixty (60) day period after receipt of written notice thereof from LICENSEE, expiration or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for shall survive, including but not limited to Sections 2.2-2.3 (“License Restrictions”); 3 (“Confidentiality”); 4 (Data Protection); 5 (“Ownership”); 6 (“Fees, Payment and Reporting”); 8 (“Termination and Expiration”); 11 (“Limitation of Liability”); and 12 (“General”); and any reason, all accrued rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, payment shall remain in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of effect beyond such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Articleor expiration until fulfilled.