Common use of Fees and Invoicing Clause in Contracts

Fees and Invoicing. 5.1 Company shall pay or cause to be paid to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 5.1. Company shall pay or cause to be paid to the Manager a fee of [Redacted — commercially sensitive information] per USD$[***]per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 5.2. In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, USD$[Redacted — commercially sensitive information***] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, USD$[Redacted — commercially sensitive information***]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 Company 4.1 For the performance of the Services, the Customer shall pay to BLOCKSIZE the Fees in advance as further specified in the List of Prices and Services, unless otherwise contractually agreed. 4.2 The Fees shall be due and payable in full to BLOCKSIZE within 15 days of the date of the respective invoice. The payment currency is euros, unless any other currency was contractually agreed. BLOCKSIZE will invoice the Fees at the beginning of each contractual period (Initial Period or cause Renewal Period) in advance of BLOCKSIZE supplying the Services. 4.3 BLOCKSIZE is entitled to be paid charge default interest in the amount equivalent to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder EURIBOR (the “Management Fee”six (6) months) plus five percent (5%), which amount shall be adjusted annually with the Specified Approval of the Company per year (any such approved Management Feeor, an “Approved Management Fee” and, together with the Management Feeif lower, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained maximum amount allowed by Applicable Law) for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased undisputed payment owing and not received by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager BLOCKSIZE when due. 4.4 The Customer acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee BLOCKSIZE may use third Parties for the purposes of any CPI increases pursuant to this Section 5.1. invoicing and processing the payment of Fees. 4.5 The Manager Customer acknowledges and agrees that (a) Approved Management Fees prior data relating to Production Commencement Section 4.4 will be transferred to and processed by third Parties as far as this is necessary for said purpose. 4.6 If Customer fails to pay any undisputed invoice when due, in addition to its other rights under this Agreement, BLOCKSIZE will have the right, in its discretion, to cease all activities hereunder and withhold all Services until all outstanding and undisputed invoices have been paid in full. 4.7 All sums payable under this Agreement are net and shall not be paid in accordance with Section 5.3full without any deductions (including, but not limited to, deductions in respect of items such as income, corporation, or other taxes, charges and/or duties). No withholding taxes shall be applicable to payments of the Fees and (b) in Customer shall not withhold any such taxes from payments hereunder. In the event that any withholding tax is required by applicable law, the Company does not have sufficient cash on hand Fees to pay the Approved Management Fees, no Contribution Notice be paid by Customer shall be submitted or delivered increased such that BLOCKSIZE receives the agreed upon amounts set forth in this Agreement. 4.8 BLOCKSIZE proposes amendments to the Members to request additional capital to be contributed BLOCKSIZE CONNECT Data License Agreement to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued Customer by informing the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) Customer of the Company LLC amendments by email or in writing no later than 90 calendar days before the proposed date on which the amendments enter into effect. Before the proposed effective date, the Customer may accept, reject or remain silent in relation to the proposed amendments. If the Customer remains silent within a period of 15 calendar days from receipt of the notification that BLOCKSIZE proposes amendments to this Agreement, the Customer will be deemed to have approved the amendments. If the Customer has objected to the amendments within 15 calendar days from receipt of the notification, the proposed amendments will not enter into effect. BLOCKSIZE will expressly mention this effect when proposing amendments to the Customer. Any objection must be submitted to the following email address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇. For the avoidance of doubtdoubts, no payment is required for any Approved Management Fees under this Agreement if such Approved Management amendments with respect to the Fees are properly accrued subject to Section 4 and the corresponding List of Prices and Services while the process of Section 4.9 applies. 4.9 The Fees listed in the Price List may be amended by BLOCKSIZE in accordance with the procedure stipulated in Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.4.8 if: 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (the costs for making the Services available have increased; b) the amount structure of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses Fees for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (abe changed in total; or c) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name content of the Company Group or incurred in License has been expanded; d) the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision value of the Services that have been approved by the Company by Specified Approval or are set forth in License has increased; e) an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as adaptation of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company is necessary in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount adapt the fee level of BLOCKSIZE to the respective fee level of other comparable market data suppliers and information providers. The adjustments of the Fees shall be accrued made by BLOCKSIZE according to its reasonably exercised discretion, taking adequately into account the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this AgreementCustomers’ legitimate interests.

Fees and Invoicing. 5.1 Company The Customer shall pay to Q9 the Fees and other charge for Services set forth in a Sales Order Form. Fees for the Services shall be payable without counterclaim, set-off or cause demand and shall be prorated for any partial month. Q9 reserves the right, in its sole discretion, to require that the Customer pay to Q9 any non-recurring or one-time Fees prior to the delivery of Services, provided that, except in the case of emergency situations, the Customer has agreed to such one-time Fees in advance. All Fees charged by Q9 for Services are exclusive of all taxes and similar fees now in force or enacted in the future and imposed on the transaction and/or the delivery of Services, all of which the Customer will be responsible for and will pay in full, except for taxes based on Q9’s net income. Fees shall be invoiced prior to the delivery of Services, except for Services which are usage based, which will be invoiced at the end of the month within which the Services were delivered. Fees shall be determined in accordance with Q9’s customary method of calculation. Fees shall be paid to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”)Q9 at its address first above written or at such other place as Q9 may designate in writing. All Fees, which amount invoices and payments shall be adjusted annually with in Canadian dollars. Payments are due net thirty (30) days from the Specified Approval date of Q9’s invoice and are subject to late charges thereafter, calculated at the Company rate of twelve (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”12) percent per annum (1.0 percent per month); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which . Q9’s invoice shall be deemed to be have been received by the Approved Management Fee under Customer on the third day after mailing. If a Customer’s payment is not honoured for NSF reasons, the Customer agrees to pay Q9 the greater of thirty-five ($35.00) or the amount actually charged to Q9 by its financial institution for the returned item, Q9 may suspend performance or provision of the Services or terminate this Agreement until for late or non-payment of Fees five (5) business days after written notice has been delivered to the Customer provided that the Customer has not cured such default within such notice period, and the Customer shall be liable for any reasonable legal or collection agency fees incurred by Q9 in connection therewith, Q9 shall provide the Customer, at its request, with a new Approved Management Fee is adopted schedule of any additional fees for additional services not covered in a Sales Order Form. Q9 may price such additional services in its sole discretion. Any Services upgrades requested by the Customer may result in additional fees or other charges, Q9 may reclassify service levels, revise product or Services descriptions, or modify published prices as per Section 2(c). If the parties fall to agree on a reclassification or modification of such Services or prices, either party may terminate this Agreement in accordance with Section 2(c) herein without liability therefor except for accrued Fees to the date of termination. The Customer agrees that on termination, expiry or cancellation of this Agreement, it will immediately pay all amounts due to Q9 in accordance with this Agreement. Manager shall not charge or collect With respect to any fees in excess of outstanding payments owing to Q9, the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right Customer gives Q9 authority to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be retain all Customer Provided Equipment until such amounts have been paid in accordance with Section 5.3, full and (b) sell the Customer Provided Equipment to a third party or to Q9 and apply the proceeds of such sale to all outstanding amounts (including sale costs), if full payment has not been made within thirty (30) days of the end of the Agreement and if Q9’s rights in this regard have not been subsequently waived in a separate overriding agreement with the event the Company does not have sufficient cash on hand to pay the Approved Management Feeslessor of said Customer Provided Equipment. The Customer acknowledges that even after termination, no Contribution Notice expiry or cancellation of this Agreement, it shall be submitted or delivered to the Members to request additional capital continue to be contributed responsible for any amounts payable to the Company in order Q9 prior to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) as a result of the Company LLC Agreement. For the avoidance termination, expiry or cancellation of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 Company 3.1 <Organisation> shall pay or cause to be paid to Netcraft the Manager a fee of [Redacted — commercially sensitive information] per month for Subscription Fee(s) specified in each SOW in the Services performed by Manager hereunder currency specified in the SOW (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until . 3.2 Netcraft may during a Subscription Period increase any Fee if the required Specified Approval scope of the Company is obtained Services are increased at <Organisation>'s written request. Any increased Fee shall be agreed with <Organisation> and due when calculated by Netcraft and invoiced to <Organisation>. 3.3 Fees for each initial Subscription Period for each SOW shall be due upon the signature of the corresponding SOW by <Organisation> and for each subsequent Subscription Period, the Fees therefore shall become due and payable on or before the first day thereof. Subject to the earlier termination provided in Condition 2, Netcraft will submit a renewal invoice for the appropriate Fee(s) prior to the expiry of the then current Subscription Period of each SOW. If <Organisation> does not pay the renewal invoice on or before the due date of payment then the SOW shall be deemed to have been terminated by <Organisation> on the expiry of the then current Subscription Period. 3.4 All invoices will be payable as specified in each SOW. <Organisation> shall notify Netcraft within 10 (ten) days of receipt of any invoice which it considers inaccurate or not due for any revised Management Feereason. 3.5 All invoices shall be sent by electronic mail to <Organisation> unless <Organisation> has notified Netcraft that they should be sent by post in which case they will be sent to Example Address, the Company or other address as provided by <Organisation>. 3.6 All Fees are exclusive of Value Added Tax (“VAT”) or any other similar taxes which if appropriate shall continue to pay or cause to be paid additionally at the then prevailing rate by <Organisation>. 3.7 If <Organisation> is required by law to make any deduction or withholding from any Fees payable hereunder the Manager the prior Approved Management Fee (increased by CPI), which invoice amount shall be deemed to be the Approved Management Fee net amount after the deduction of the withheld amount. 3.8 If any Fees payable under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from are overdue then without prejudice to its other rights and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties remedies (including Governmental Authorities), including Service Providers, in connection with the provision suspension of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as termination of the Effective Date are set forth relevant SOW), Netcraft may charge interest as from the invoice date on Schedule D. a day to day basis on any sum outstanding at its due date for payment. In connection with seeking any approval respect of an Approved Program and Budget or other adjustment to invoices payable in Sterling, interest will accrue at the Management Fees or rate of 2% (two percent) over the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) then base rate of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this AgreementBarclays Bank Plc.

Fees and Invoicing. 5.1 Company shall pay or cause to 6.1 The Charges and any applicable expenses will be paid to calculated as detailed in the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1Work Order. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement Client shall not be paid charged for time when Services are not being performed except in accordance circumstances where, following commencement or the Work Order, the Client does not require performance of the Services despite the Personnel’s availability, subject to the notice period referred to in Clause 11.1. 6.2 The Service Provider shall issue invoices (either manually or electronically at the Service Provider’s discretion) for the Charges to the Client monthly in arrears in respect of the Services with Section 5.3, VAT (or equivalent) added where applicable and (b) the Client shall pay each such invoice within 30 days of the invoice date. 6.3 If local laws in the event jurisdiction within which the Company does not have sufficient cash on hand to pay Services are performed necessitate additional local costs, taxes, withholdings or any other types of payments whatsoever from, or in addition to, the Approved Management FeesCharges, no Contribution Notice the Service Provider shall be submitted entitled to add such amounts to its invoice and charge them as administrative expenses. 6.4 The Service Provider’s invoices shall be supported by Records of Work of such frequency and content as agreed with the Client in relation to a Work Order. The Client shall promptly verify and approve (whether manually or delivered to electronically through the Members to request additional capital to be contributed to System) all Records of Work that accurately record the Company in order to fund such Approved Management Fees, but insteadwork performed. Client approval shall constitute irrevocable acceptance, in each casethe absence of fraud, such amount shall be accrued by that the Company Services have been satisfactorily performed as reflected in the Record of Work and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of that the Company LLC AgreementService Provider may invoice the Client for its Charges accordingly. For the avoidance of doubt, no failure to approve an accurate Record of Work shall not absolve the Client from paying the Service Provider for Charges properly due. 6.5 Where the Client requires a purchase order or some other form of unique reference (“Purchase Order”) to be issued in order for the Service Provider to submit invoices, the Service Provider will not be obliged to commence the Services until such Purchase Order is provided. In the event that the Service Provider is specifically required by the Client to commence a Work Order before a Purchase Order is raised, the Client agrees that it will be obliged to make payment is required for of any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued corresponding invoice received from the Service Provider in accordance with Section 7.15 of Clause 6.2 whether or not the Company LLC AgreementPurchase Order has been, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreementor is subsequently, provided. 5.2 In addition to 6.6 Where a Purchase Order has expired or the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall Provider has not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one handreceived a Purchase Order, and the Company GroupService Provider has been unsuccessful in its reasonable attempts to obtain a Purchase Order from the Client, on without prejudice to any of its other rights in the other hand). “Approved Third-Party Expenses” means all amounts Terms, the Service Provider reserves the right (in its sole discretion) to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of suspend the Services or terminate the Work Order without liability arising from such suspension or termination. In the event that have there is a delay in the Client making payment to the Service Provider as a result of a Purchase Order having expired or not having been approved provided by the Company by Specified Approval or are set forth Client, the Service Provider reserves the right to charge an administration fee of 2% in an Approved Program addition to interest of 8% above the current European Central Bank base rate. The Client acknowledges that this administration fee is fair and Budget. Manager acknowledges and agrees that reasonable given the Service Provider’s reasonable attempts to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses obtain a Purchase Order. 6.7 The Client may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail set off or retain payments of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget Charges, or other adjustment to payments which are owed by it, against amounts which are due, or which the Management Fees or Client claims are due, from the Approved Third- Party Expenses, Manager shall provide to Service Provider without the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this AgreementService Provider’s written consent.

Fees and Invoicing. 5.1 Company The Customer shall pay to Q9 the Fees and other charges for Services set forth in a Sales Order Form. Fees for the Services shall be payable without counterclaim, set -off or cause demand and shall be prorated for any partial month. Q9 reserves the right, in its sole discretion, to require that this Customer pay to Q9 any non-recurring or one-time Fees prior to the delivery of Services. All Fees charged by Q9 for Services are exclusive of all taxes and similar fees now in force or enacted in the future and imposed on the transaction and/or the delivery of Services, all of which the Customer will be responsible for and will pay in full, except for taxes based on Q9’s net income. Fees shall be invoiced prior to the delivery of Services, except for Services which are usage based, which will be invoiced at the end of the month within which the Services were delivered. Fees shall be determined in accordance with Q9’s customary method of calculation. Fees shall be paid to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”)Q9 as its address first above written or at such other place as Q9 may designate in writing. All Fees, which amount Invoices and payments shall be adjusted annually with in Canadian dollars. Payments are due net thirty (30) days from the Specified Approval date of Q9’s Invoice and are subject to late charges thereafter, calculated at the Company rate of eighteen (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”18) percent per annum (1.5 percent per month); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which . Q9’s Invoices shall be deemed to be have been received by the Approved Management Fee under Customer on the third day after mailing. If a Customer’s payment is not honoured for NSF reasons, the Customer agrees to pay Q9 the greater of thirty-five ($35.00) or the amount actually charged to Q9 by its financial Institution for the returned Item. Q9 may suspend performance or provision of the Services or terminate this Agreement for late or non-payment of Fees five (5) business days after written notice has been delivered to the Customer and the Customer shall be liable for any legal or collection agency fees Incurred by Q9 to connection therewith. Q9 shall provide the Customer, at its request, with a schedule of any additional fees for additional services not covered in a Sales Order Form. Q9 may price such additional services in its sole discretion. Any Services upgrades requested by the Customer may result in additional fees or other charges. Q9 may reclassify service levels, revise product or Services descriptions, or modify published prices. If the parties fell to agree on a reclassification or modification of such Services or prices, either party may terminates this Agreement in accordance with Section 2(c) herein without liability therefore accept for accrued Fees to the date of termination. This Agreement and delivery of the Service or any additional services to the Customer shall be subject to Customer’s credit approval by Q9, as determined in its sole discretion. Permission is granted by the Customer for banks and/or other financial institutions to release pertinent Information to Q9 regarding a Customer credit check. Q9 reserves the right to require a deposit commensurate with the Service being provided to Customer by Q9, which shall not be less than three (3) months of said Service, should the Customer [ILLEGIBLE] Q9’s credit check relative to the information provided to Q9 In the Customer Information Form. The deposit will be held by Q9 as a guarantee for Customer’s payment for the Services. However, the deposit not Intended to relieve Customer from any of its payment obligations to Q9 in accordance with this agreement. The deposit will remain with Q9 until a new Approved Management Fee the Customer is adopted able to satisfy Q9’s credit check or this Agreement is terminated, whichever occurs first. If the deposit is still within the possession of Q9 upon the termination of this Agreement, Q9 will return the deposit to the Customer upon satisfaction in full of all payment obligations to Q9. The Customer agrees that on termination, expiry or cancellation of this Agreement, it will immediately pay all amounts due to Q9 in accordance with this Agreement. Manager shall not charge or collect With respect to any fees in excess of outstanding payments owing to Q9, the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right Customer gives Q9 authority to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be retain all Customer Provided Equipment until such amounts have been paid in accordance with Section 5.3, full and (b) in Sale the event Customer Provided Equipment to a third party or to Q9 and apply the Company does proceeds of such sale to all outstanding amounts (including sale costs), if full payment has not have sufficient cash on hand to pay been made within thirty (30) days of the Approved Management Feesend of the Agreement. The Customer acknowledges that even after termination, no Contribution Notice expiry or cancellation of this Agreement, it shall be submitted or delivered to the Members to request additional capital continue to be contributed responsible for any amounts payable to the Company in order Q9 prior to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) as a result of the Company LLC Agreement. For the avoidance termination, expiry or cancellation of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 Company The Customer will pay the Fees defined in the Order Form for each contracted service. Any additional and professional services requested by the Customer are invoiced subject to quotation. 5.2 Unless otherwise stated in the Order Form the Fees shall be payable by the Customer for the Licence annually in advance starting from the Effective Date and thereafter on each calendar year anniversary. 5.3 Professional and accelerator services shall be invoiced upon the Project Start Date or upon the issuance of the Purchase Order (PO) for additional services. 5.4 Subscription or recurrent fees shall be invoiced on the Commencement date and on the renewal date of the Term, for subsequent years, as stated on Schedule 1. 5.5 All invoices are payable in full without deductions or setoff in the currency referred in the Schedule 1 and are payable by the due date as set out on the invoice. Payments shall be made by bank transfer to the nominated account on the invoice. 5.6 It is the Customer’s responsibility to ensure that it provides Inspera with the correct invoicing contact name, address, and preferred method for receiving invoices, as well as any references or purchase order numbers required by Customer’s internal departments in order to facilitate prompt payment of the Fees.Inspera reserves the right to audit numbers of Candidates at any time, in order to ensure that Customer has purchased the correct volume band. If any of the audits reveal that the Customer has underpaid Fees to Inspera, then without prejudice to Inspera’s other rights, the Customer shall pay or cause to Inspera an amount equal to such underpayment as calculated in accordance with the prices set out in Order Form. Inspera is not liable to refund any payments should the Customer have purchased a band greater than the actual usage. 5.7 All Fees are subject to annual adjustments according to the EU Consumer Price Index, unless the Parties agree to an alternative index in the Order Form, to be paid to applied automatically annually applying the Manager a fee of [Redacted — commercially sensitive information] per most recent available 12-month for period. 5.8 All Fees exclude any Value Added Tax legally payable on the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval date of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI)invoice, which shall be deemed chargeable to be the Approved Management Fee under this Agreement until Customer. 5.9 In the event of late payment, Inspera may suspend or terminate the Services and recover any associated costs incurred. Inspera reserves the right to recover all costs and reasonable legal fees it may incur in recovering overdue payments including without limitation third party recovery costs. 5.10 Where Clause 5.9 applies, (i) interest shall continue to accrue on a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess daily basis on unpaid amounts at an annual rate of 5% of the Management Fee oroverdue amounts or the maximum chargeable at the governing law commencing on the invoice due date and continuing until fully paid, from whether before or after judgement; and after approval thereof(ii) where lawful to do so, an Approved Management Fee (it being understood that a surcharge of 10%, such surcharge represents a genuine pre-estimate of loss. Inspera reserves the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee charge an administrative fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered each reminder letter sent to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required Customer for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreementoverdue amounts. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 Company (a) In exchange for providing the Services, Customer agrees to pay RedAway the fees at the rate(s) sets forth in the Agreement together with any taxes thereon (collectively, the “Fees”). If Customer is exempt from tax, Customer shall provide RedAway a valid tax exemption certificate at the time the Agreement is executed. The termination of this Agreement shall not affect Customer’s obligation to pay Fees for Services already provided during the Term. The Fees are subject to an annual increase of three percent (3%) during the Term and each Renewal Term. (b) RedAway shall provide Customer with monthly or cause quarterly invoices, each of which are due thirty (30) days from receipt. Interest on any past due amount of Fees shall accrue at the rate of two percent (2%) per month or at the maximum rate allowed by law, whichever is lower. Customer shall bear any and all costs that RedAway may incur in collecting overdue amounts from Customer, including, without limitation, reasonable attorney fees and costs. (c) After the expiration of the Initial Term, RedAway shall have the right, in its sole discretion, to be paid amend the rate(s) of the Fees set forth in the Agreement or add any new or different Fees to the Manager a fee Agreement upon thirty (30) days prior written notice to Customer. (d) Notwithstanding subsection (c) above, in the event of [Redacted — commercially sensitive information] per month any changes in applicable laws or regulations, compliance with which would require RedAway to incur cost increases in order to meet its obligations hereunder, Customer agrees and acknowledges that RedAway shall have the option to adjust the Fees for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any to reflect such approved Management Fee, an “Approved Management Fee” changes and, together with the Management Feeif affected, the “Management Fees”); provided that until the required Specified Approval any other provisions of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant equitably adjusted. Within ten (10) days after becoming aware of any such change in law, RedAway agrees to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount advise Customer of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, change and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, anticipated increase in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this AgreementFees.

Fees and Invoicing. 5.1 Company shall pay or cause to be paid The fees applicable to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”)Transfer Agent Services, which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in Exhibit A (the “Fees”). Client agrees to pay the Fees within thirty (30) days after its receipt of an Approved Program and Budgetinvoice from Broadridge. Manager acknowledges and agrees If Client fails to pay any amounts due under this Agreement that to the extent any Approved Third-Party Expenses are not included subject to a good faith dispute within thirty (30) days after the due date therefor, Client shall, upon demand, pay interest at the rate of 1-1/2% per month (but in an Approved Program no event more than the highest interest rate allowable by law) on such delinquent amounts from the due date until the date of payment. Client shall be responsible for, and Budgetshall pay to Broadridge all reasonable, documented out of pocket expenses incurred by Broadridge in connection with performing the Transfer Agent Services as set forth in Exhibit A, including certain out of pocket expenses to be paid in advance, such Approved Third-Party Expenses may not be incurred unless (as postage and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees transportation costs; provided however that (ai) Approved Third-Party Expenses prior to Production Commencement Client shall not be responsible for any expenses incurred by Broadridge as a result of Broadridge’s fraud, willful misconduct, bad faith, violation of applicable laws or gross negligence in the performance, or from the reckless disregard by it, of its obligations and duties under this Agreement, and (ii) the prior written consent of Client shall be required prior to the incurrence of any individual expenses that are (x) not specifically itemized in Exhibit A and (y) are greater than $2,500. If Client fails to pay undisputed Fees for a period of one hundred and twenty (120) days or more, Broadridge retains the right to delay any Transfer Agent Services requested by Client until the outstanding balance has been paid in accordance with Section 5.3 and (b) full; provided however that in the event that Client has not paid such undisputed Fees for a period of ninety (90) days, Broadridge will provide written notice of such non-payment to Client. In the Company does not have sufficient cash event that any Fees are disputed, Client shall, on hand or before the due date, pay all undisputed amounts due hereunder and notify Broadridge in writing of any disputed charges for Fees which it is disputing in good faith. In the event that any out of pocket expenses are disputed, Client shall, on or before the due date, pay all undisputed out of pocket expenses due hereunder and notify Broadridge in writing of any disputed charges for out of pocket expenses which it is disputing in good faith. The parties shall confer with each other in good faith to pay try to find a consensual resolution to any disputed charges. In the Approved Third-Party Expensesevent that such parties are unable to resolve any such disputed charges after a reasonable period of time, no Contribution Notice shall be submitted or delivered then either party may seek an order of a court of competent jurisdiction to the Members to request additional capital to be contributed to the Company in order to fund resolve such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreementdispute.

Fees and Invoicing. 5.1 5.1. Company shall pay or cause to be paid to the Manager a fee of USD$[Redacted — commercially sensitive information***] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 5.2. In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, USD$[Redacted — commercially sensitive information***] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, USD$[Redacted — commercially sensitive information***]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.