Common use of Termination and Waiver Clause in Contracts

Termination and Waiver. (i) Effective immediately upon the Effective Time, Consultant hereby voluntarily agrees to resign from all positions he holds as an employee or officer of the Company or any of its subsidiaries or affiliates. (ii) Effective immediately upon the Effective Time, except for the agreements listed on Exhibit A hereto, any and all outstanding agreements, arrangements or understandings (whether or not in writing) between the Company and Consultant (including without limitation the Letter Agreement) shall terminate (the “Terminating Agreements”) and Consultant shall waive any and all rights under the Terminating Agreements, whether arising prior to, at or following the Effective Time, and the Company and its subsidiaries and affiliates shall have no further obligation or liability under such Terminating Agreements. (iii) Effective immediately upon the Effective Time, except as otherwise provided herein and except for compensation contemplated by any agreements set forth on Exhibit A hereto, Consultant shall waive any and all rights to compensation or benefits from the Company and its subsidiaries and affiliates (including, without limitation, any and all rights under any plan, program, agreement or arrangement (whether or not in writing), including without limitation (A) the Company’s Management Incentive Plan, (B) the monthly payment to the University Pathology Associates, Inc. and (C) the Consultant’s housing arrangement (the “Terminating Plans” and together with the Terminating Agreements, the “Terminating Arrangements”) maintained by the Company or any of its subsidiaries or affiliates or under which the Company or any of its subsidiaries or affiliates has any obligation or liability), and the Company and its subsidiaries and affiliates shall have no further obligation or liability to Consultant with respect to any such compensation or benefit, in each case except for: (I) any rights of Consultant to accrued, unpaid salary from the Company at the Effective Time, (II) any rights of Consultant to reimbursement of business expenses incurred by Consultant prior to the Effective Time in accordance with the Company’s Consultant reimbursement policies, (III) any rights of Consultant to accrued, unpaid vacation and other paid-time off in accordance with applicable law, and (IV) Consultant’s rights under this Agreement and any other agreements or plans listed on Exhibit A (the “Continuing Arrangements”).

Termination and Waiver. (i) Effective immediately This Agreement shall terminate upon the Effective Time, Consultant hereby voluntarily agrees to resign from all positions he holds as an employee or officer mutual consent of the Company or any of its subsidiaries or affiliates. (ii) Effective immediately upon the Effective Time, except for the agreements listed on Exhibit A Parties hereto, and any right of a Party set forth hereunder (other than the relevant Group Company) shall cease if such Party no longer holds, directly or indirectly, any equity securities of the Company. The relevant rights and all outstanding agreementsobligations contained under Sections 2.1(Information and Inspection Rights), arrangements or understandings Section 3 (whether or not in writingRight of Participation), Section 4 (Transfer Restrictions), Section 5 (Drag-Along Right), Section 6 (Redemption), Section 7 (Liquidation) between the Company and Consultant Section 11 (including without limitation the Letter AgreementProtective Provisions) shall terminate upon the consummation of a Qualified IPO. If any applicable law or any government authority (including, for the “Terminating Agreements”avoidance of doubt, any stock exchange) in any jurisdiction requires any Investor to waive its preferential rights hereof or contained in the Restated Articles for the purpose of achieving a Qualified IPO, such Investor may waive such preferential rights which are enjoyed by such Investor as a holder of the Preferred Shares. Each of the BVI Company, Founders, Other Ordinary Shareholders and Consultant Investors shall waive any and all rights under the Terminating Agreements, whether arising prior use its reasonable endeavours to, at or following the Effective Timeand shall procure each of its Affiliates to use reasonable endeavours to, and cooperate with the Company and its subsidiaries directors, officers, employees and affiliates shall have no further obligation advisers with a view to completing a Qualified IPO before March 31, 2022, including agreeing to: (a) any amendment or liability termination of this Agreement, or any amendment of the Memorandum and Articles of Association, which is necessary or desirable for complying with any law, regulation or rule applicable to the Qualified IPO (including any applicable listing rules, listing decisions and guidance letters published or issued by the relevant recognised international securities exchange); and (b) any disclosure or lock-up requirement under any such Terminating Agreements. (iii) Effective immediately upon law, regulation or rule. Notwithstanding the Effective Timeforgoing, except as otherwise provided herein and except if the filing for compensation contemplated by a Qualified IPO is revoked for any agreements set forth on Exhibit A heretoreason, Consultant shall waive any this Agreement and all rights and obligations contained herein, including but not limited to compensation or benefits from the Company Sections 2.1(Information and its subsidiaries and affiliates (including, without limitation, any and all rights under any plan, program, agreement or arrangement (whether or not in writingInspection Rights), including without limitation Section 3 (A) the Company’s Management Incentive Plan, (B) the monthly payment to the University Pathology Associates, Inc. and (C) the Consultant’s housing arrangement (the “Terminating Plans” and together with the Terminating Agreements, the “Terminating Arrangements”) maintained by the Company or any Right of its subsidiaries or affiliates or under which the Company or any of its subsidiaries or affiliates has any obligation or liabilityParticipation), Section 4 (Transfer Restrictions), Section 5 (Drag-Along Right), Section 6 (Redemption), Section 7 (Liquidation) and the Company and its subsidiaries and affiliates Section 11 (Protective Provisions), shall have no further obligation or liability to Consultant with respect to any such compensation or benefit, in each case except for: (I) any rights of Consultant to accrued, unpaid salary from the Company at the Effective Time, (II) any rights of Consultant to reimbursement of business expenses incurred by Consultant prior to the Effective Time in accordance with the Company’s Consultant reimbursement policies, (III) any rights of Consultant to accrued, unpaid vacation and other paid-time off in accordance with applicable law, and (IV) Consultant’s rights under this Agreement and any other agreements or plans listed on Exhibit A (the “Continuing Arrangements”)be revived.

Termination and Waiver. (i) Effective immediately upon If either party shall commit a material default in the Effective Time, Consultant hereby voluntarily agrees to resign from all positions he holds as an employee or officer of the Company or any performance of its subsidiaries obligations under this Agreement and shall fail or affiliates. refuse to remedy or commence to remedy such material default within fifteen (ii15) Effective immediately upon calendar days after receipt of written notice specifying the Effective Timenature of such default, except for the agreements listed other party may terminate this Agreement on Exhibit A heretotwenty-four (24) hours written notice after such fifteen (15) day period; provided, any and all outstanding agreementsthat, arrangements or understandings (whether or not in writing) between the Company and Consultant (including without limitation the Letter Agreement) shall terminate (the “Terminating Agreements”) and Consultant shall waive any and all rights under the Terminating Agreements, whether arising prior to, at or following the Effective Time, and the Company and its subsidiaries and affiliates Bank shall have no further obligation to notify Carrier prior to any termination based upon any of (a) commencement, whether by or liability against Carrier, of any bankruptcy, reorganization, debt arrangement or other proceeding under such Terminating Agreements. any bankruptcy, reorganization, debt arrangement, liquidation or other insolvency law, (iiib) Effective immediately upon the Effective Time, except as otherwise provided herein and except for compensation contemplated violation by Carrier of Bank's rights pursuant to Section 22 of this Agreement or (c) any agreements set forth on Exhibit A hereto, Consultant shall waive any and all modification of Carrier's rights to compensation or benefits from under any agreement with ARC that would materially adversely affect the Company and present or prospective financial condition of Carrier or impair its subsidiaries and affiliates (includingability to perform hereunder or any suspension or termination of any agreement with ARC or of any of Carrier's rights or benefits thereunder. In the event of termination by Bank, Carrier shall give appropriate notice to its Agents. Material defaults shall include, without limitation, (i) any of the events described in clauses (a) through (c) in the first paragraph of this Section 15, (ii) the imposition, or an attempted imposition, of a lien in favor of any party other than Bank, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Bank and the imposition of any freeze on any property of Carrier subject to the lien or security interest of Bank, (iii) failure by Carrier to maintain all rights under any planlicenses, program, agreement or arrangement permits and certificates necessary for it to conduct flight operations. No termination of this Agreement (whether under this Section 15 or not any other provision of this Agreement) shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination. No waiver of any provision hereunder shall be binding unless such waiver shall be in writing), including without limitation (A) the Company’s Management Incentive Plan, (B) the monthly payment to the University Pathology Associates, Inc. writing and (C) the Consultant’s housing arrangement (the “Terminating Plans” and together with the Terminating Agreements, the “Terminating Arrangements”) maintained signed by the Company or any of its subsidiaries or affiliates or under which the Company or any of its subsidiaries or affiliates has any obligation or liability), and the Company and its subsidiaries and affiliates shall party alleged to have no further obligation or liability to Consultant with respect to any waived such compensation or benefit, in each case except for: (I) any rights of Consultant to accrued, unpaid salary from the Company at the Effective Time, (II) any rights of Consultant to reimbursement of business expenses incurred by Consultant prior to the Effective Time in accordance with the Company’s Consultant reimbursement policies, (III) any rights of Consultant to accrued, unpaid vacation and other paid-time off in accordance with applicable law, and (IV) Consultant’s rights under this Agreement and any other agreements or plans listed on Exhibit A (the “Continuing Arrangements”)provisions.

Termination and Waiver. 15.1 [Intentionally Omitted] 15.2 Carrier may terminate the Agreement (a) without notice to Member upon (i) Effective immediately the occurrence of any Insolvency Event with respect to Member, or (ii) Member’s commitment of or participation in any material systematic, systemic or recurring fraudulent activity related to Member’s credit and debit card processing business which is directed or approved by senior management of Member, or (b) on ***** written notice to Member if (i) Member shall commit a material default under the Agreement and shall fail or refuse to remedy such material default within ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within ***** after receipt of such written notice any remedy commenced during the original ***** notice period, or (ii) any representation or warranty made by Member proves to be incorrect when made in any material respect, and Member fails or refuses to remedy such default within ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within ***** after receipt of such written notice any remedy commenced during the original ***** notice period. 15.3 Member may terminate the Agreement without notice to Carrier upon (a) the Effective Timeoccurrence of any Insolvency Event with respect to Carrier, Consultant hereby voluntarily agrees (b) Carrier’s commitment of or participation in any material systematic, systemic or recurring fraudulent activity which is directed or approved by senior management of Carrier or (c) Carrier violates Member’s rights of exclusivity pursuant to resign from all positions he holds as the Signatory Agreement that is part of this Agreement. 15.4 Member may terminate the Agreement on ***** written notice to Carrier based upon (a) the imposition, or an employee attempted imposition, of a lien in favor of any person other than Member, whether voluntary or officer involuntary, on the Deposit or any portion thereof or any property of Carrier subject to the lien or security interest of Member pursuant to this Agreement, or the imposition of any freeze on any property of Carrier subject to the lien or security interest of Member or any other Secured Party; (b) the imposition of any material restriction on or material impairment of any of Member’s rights under the Agreement, including any restriction of the Company or rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (c) failure by Carrier to pay any of its subsidiaries the Obligations when due or affiliatesto remit funds to Member when required pursuant to the Agreement; (d) failure by Carrier to provide any of the financial statements and reports described in Section 21; or (e) failure by Carrier to provide to Member the data necessary to calculate Gross Exposure under the Exposure Protection Schedule; provided, that, Member shall not terminate the Agreement pursuant to this Section 15.4 if Carrier cures such default within the ***** day notice period specified in this Section 15.4. 15.5 Member may terminate the Agreement on ***** written notice to Carrier if: (a) Carrier (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations or (ii) materially breaches any requirement of any applicable Operating Regulations, and Carrier fails or refuses to remedy any of the foregoing defaults within ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within ***** after receipt of such written notice any remedy commenced during the original ***** notice period; or (b) any representation or warranty made by Carrier proves to be incorrect when made in any material respect, and Carrier fails or refuses to remedy such default within ***** after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within ***** after receipt of such written notice any remedy commenced during the original ***** notice period. (iic) Effective immediately upon Carrier shall commit any other material default under the Effective TimeAgreement and shall fail or refuse to remedy such material default within ***** after receipt of written notice specifying the nature of such default, except for or to commence to remedy such material default within such period if the agreements listed on Exhibit A heretosame is curable but cannot reasonably be remedied within such period, or shall fail to complete within ***** after receipt of such written notice any remedy commenced during the original ***** notice period. In the case of any material default described in this Section 15 with respect to which Carrier fails to provide notice in accordance with Section 21.3, any and all outstanding agreements, arrangements or understandings period for remedy under Section 15.5 shall begin on the date that such notice should have been provided by Carrier to Member. 15.6 No termination of the Agreement (whether under this Section 15 or not in writing) between any other provision of the Company and Consultant (including without limitation the Letter Agreement) shall terminate (affect the “Terminating Agreements”) and Consultant shall waive rights or obligations of any and all rights under the Terminating Agreements, whether arising party which may have arisen or accrued prior to, at or following the Effective Time, and the Company and its subsidiaries and affiliates shall have no further obligation or liability under to such Terminating Agreements. (iii) Effective immediately upon the Effective Time, except as otherwise provided herein and except for compensation contemplated by any agreements set forth on Exhibit A hereto, Consultant shall waive any and all rights to compensation or benefits from the Company and its subsidiaries and affiliates (including, without limitation, any and all rights under any plan, program, agreement or arrangement (whether or not in writing)termination, including without limitation (A) the Company’s Management Incentive Plan, (B) the monthly payment claims of Member for Chargebacks related to the University Pathology Associates, Inc. Transactions that occurred prior to any termination. 15.7 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and (C) the Consultant’s housing arrangement (the “Terminating Plans” and together with the Terminating Agreements, the “Terminating Arrangements”) maintained signed by the Company or any of its subsidiaries or affiliates or under which the Company or any of its subsidiaries or affiliates has any obligation or liability), and the Company and its subsidiaries and affiliates shall party alleged to have no further obligation or liability to Consultant with respect to any waived such compensation or benefit, in each case except for: (I) any rights of Consultant to accrued, unpaid salary from the Company at the Effective Time, (II) any rights of Consultant to reimbursement of business expenses incurred by Consultant prior to the Effective Time in accordance with the Company’s Consultant reimbursement policies, (III) any rights of Consultant to accrued, unpaid vacation and other paid-time off in accordance with applicable law, and (IV) Consultant’s rights under this Agreement and any other agreements or plans listed on Exhibit A (the “Continuing Arrangements”)provisions.

Termination and Waiver. This Agreement shall terminate upon mutual consent of the parties hereto, and any right of a party set forth hereunder (iother than the relevant Group Company) Effective immediately shall cease if such party no longer holds, directly or indirectly, any equity securities of the Company. This Agreement and all rights and obligations contained herein, including but not limited to Sections 1 to 9, shall terminate upon written agreement of the Effective Time, Consultant hereby voluntarily agrees to resign from all positions he holds as an employee parties hereto or officer by a firm commitment underwritten public offering of the Ordinary Shares of the Company or in the United States, that has been registered under the United States Securities Act of 1933, as amended from time to time, including any of its subsidiaries or affiliates. (ii) Effective immediately upon the Effective Time, except for the agreements listed on Exhibit A hereto, any and all outstanding agreements, arrangements or understandings (whether or not in writing) between the Company and Consultant (including without limitation the Letter Agreement) shall terminate successor statutes (the “Terminating AgreementsSecurities Act”), with the implied market capitalization of the Company prior to such public offering no less than RMB six (6) and Consultant billion, or in a similar public offering of the Ordinary Shares of the Company in Hong Kong or another jurisdiction, which results in the Ordinary Shares trading publicly on the New York Stock Exchange, the NASDAQ Global Market, the Stock Exchange of Hong Kong Limited or another recognized international securities exchange, which have been duly obtained the affirmative vote of all shareholders of the Company (a “Qualified IPO”). If any applicable law or any government authority (including, for the avoidance of doubt, any stock exchange) in any jurisdiction requires any Investor to waive its preferential rights hereof or contained in the Restated Articles for the purpose of achieving a Qualified IPO, such Investor shall waive any such preferential rights which are enjoyed by such Investor as a holder of the Preferred Shares. Each of the BVI Company, Founders, Other Ordinary Shareholders and all rights under the Terminating Agreements, whether arising prior Investors shall use its reasonable endeavours to, at or following the Effective Timeand shall procure each of its affiliates to use reasonable endeavours to, and cooperate with the Company and its subsidiaries directors, officers, employees and affiliates shall have no further obligation advisers with a view to completing a Qualified IPO before August 31, 2023, including agreeing to: (a) any amendment or liability termination of this Agreement, or any amendment of the Memorandum and Articles of Association, which is necessary or desirable for complying with any law, regulation or rule applicable to the Qualified IPO (including any applicable listing rules, listing decisions and guidance letters published or issued by the relevant recognised international securities exchange) (collectively, the “Compliance Amendments”); and (b) any disclosure or lock-up requirement under any such Terminating Agreements. (iii) Effective immediately upon law, regulation or rule. Notwithstanding the Effective Timeforgoing, except as otherwise provided herein and except if the filing for compensation contemplated by a Qualified IPO is revoked for any agreements set forth on Exhibit A heretoreason, Consultant shall waive any this Agreement and all rights to compensation or benefits from the Company and its subsidiaries and affiliates (including, without limitation, any and all rights under any plan, program, agreement or arrangement (whether or not in writing)obligations contained herein, including without limitation (A) the Company’s Management Incentive Planbut not limited to Section 1 to Section 9, (B) the monthly payment to the University Pathology Associates, Inc. and (C) the Consultant’s housing arrangement (the “Terminating Plans” and together with the Terminating Agreements, the “Terminating Arrangements”) maintained by the Company or any of its subsidiaries or affiliates or under which the Company or any of its subsidiaries or affiliates has any obligation or liability), and the Company and its subsidiaries and affiliates shall have no further obligation or liability to Consultant with respect to any such compensation or benefit, in each case except for: (I) any rights of Consultant to accrued, unpaid salary from the Company at the Effective Time, (II) any rights of Consultant to reimbursement of business expenses incurred by Consultant prior to the Effective Time in accordance with the Company’s Consultant reimbursement policies, (III) any rights of Consultant to accrued, unpaid vacation and other paid-time off in accordance with applicable law, and (IV) Consultant’s rights under this Agreement and any other agreements or plans listed on Exhibit A (the “Continuing Arrangements”)be revived.

Termination and Waiver. (i) Effective immediately This Agreement shall terminate upon the Effective Time, Consultant hereby voluntarily agrees to resign from all positions he holds as an employee or officer mutual consent of the Company or any of its subsidiaries or affiliates. (ii) Effective immediately upon the Effective Time, except for the agreements listed on Exhibit A Parties hereto, and any right of a Party set forth hereunder (other than the relevant Group Company) shall cease if such Party no longer holds, directly or indirectly, any equity securities of the Company. The relevant rights and all outstanding agreementsobligations contained under Sections 2.1(Information and Inspection Rights), arrangements or understandings Section 3 (whether or not in writingRight of Participation), Section 4 (Transfer Restrictions), Section 5 (Drag-Along Right), Section 6 (Redemption), Section 7 (Liquidation) between the Company and Consultant Section 11 (including without limitation the Letter AgreementProtective Provisions) shall terminate upon the consummation of a Qualified IPO. If any applicable law or any government authority (including, for the “Terminating Agreements”avoidance of doubt, any stock exchange) in any jurisdiction requires any Investor to waive its preferential rights hereof or contained in the Restated Articles for the purpose of achieving a Qualified IPO, such Investor may waive such preferential rights which are enjoyed by such Investor as a holder of the Preferred Shares. Each of the BVI Company, Founders, Other Ordinary Shareholders and Consultant Investors shall waive any and all rights under the Terminating Agreements, whether arising prior use its reasonable endeavours to, at or following the Effective Timeand shall procure each of its Affiliates to use reasonable endeavours to, and cooperate with the Company and its subsidiaries directors, officers, employees and affiliates shall have no further obligation advisers with a view to completing a Qualified IPO before March 31, 2021, including agreeing to: (a) any amendment or liability termination of this Agreement, or any amendment of the Memorandum and Articles of Association, which is necessary or desirable for complying with any law, regulation or rule applicable to the Qualified IPO (including any applicable listing rules, listing decisions and guidance letters published or issued by the relevant recognised international securities exchange); and (b) any disclosure or lock-up requirement under any such Terminating Agreements. (iii) Effective immediately upon law, regulation or rule. Notwithstanding the Effective Timeforgoing, except as otherwise provided herein and except if the filing for compensation contemplated by a Qualified IPO is revoked for any agreements set forth on Exhibit A heretoreason, Consultant shall waive any this Agreement and all rights and obligations contained herein, including but not limited to compensation or benefits from the Company Sections 2.1(Information and its subsidiaries and affiliates (including, without limitation, any and all rights under any plan, program, agreement or arrangement (whether or not in writingInspection Rights), including without limitation Section 3 (A) the Company’s Management Incentive Plan, (B) the monthly payment to the University Pathology Associates, Inc. and (C) the Consultant’s housing arrangement (the “Terminating Plans” and together with the Terminating Agreements, the “Terminating Arrangements”) maintained by the Company or any Right of its subsidiaries or affiliates or under which the Company or any of its subsidiaries or affiliates has any obligation or liabilityParticipation), Section 4 (Transfer Restrictions), Section 5 (Drag-Along Right), Section 6 (Redemption), Section 7 (Liquidation) and the Company and its subsidiaries and affiliates Section 11 (Protective Provisions), shall have no further obligation or liability to Consultant with respect to any such compensation or benefit, in each case except for: (I) any rights of Consultant to accrued, unpaid salary from the Company at the Effective Time, (II) any rights of Consultant to reimbursement of business expenses incurred by Consultant prior to the Effective Time in accordance with the Company’s Consultant reimbursement policies, (III) any rights of Consultant to accrued, unpaid vacation and other paid-time off in accordance with applicable law, and (IV) Consultant’s rights under this Agreement and any other agreements or plans listed on Exhibit A (the “Continuing Arrangements”)be revived.