Common use of Fees and Payments Clause in Contracts

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre (a) Within ten days after the date Project Company delivers Ethanol to Kinergy in accordance with Section 2.6(a), Kinergy shall pay any fees to Project Company an amount equal to (i) the Purchase Price (Estimated) with respect to the Bilateral Transaction to which such delivery of Ethanol relates minus (ii) the aggregate amount of Transportation Costs (Estimated) with respect to such Bilateral Transaction minus (iii) the aggregate amount of the Incentive Fee (Estimated) with respect to such Bilateral Transaction (it being acknowledged that may Kinergy shall retain for its own account the amount of such Transportation Costs (Estimated) and Incentive Fee (Estimated), and that such amount represents an estimate of the net amounts to be payable paid to Project Company in connection with such Bilateral Transaction). In connection with each such payment, Kinergy shall deliver to Project Company a statement detailing its calculations of the Centre Agreementapplicable Purchase Price (Estimated), as notified the applicable Transportation Costs (Estimated) and the applicable Incentive Fee (Estimated). (b) Within the first five Business Days of each calendar month (each such date, a “Payment Adjustment Date”), the Parties shall reconcile and “true-up” the actual Purchase Price, Transportation Costs and Incentive Fees for all Bilateral Transactions entered into since the previous Payment Adjustment Date, with the intent of the Parties being that Kinergy shall make up the difference of any “under estimations” and Project Company shall refund any “over estimations”. For example, if there are “under estimations” then Kinergy shall pay to Project Company an amount equal to: (i) (A) the Purchase Price with respect to such Bilateral Transaction minus (B) the Purchase Price (Estimated) with respect to such Bilateral Transaction (to the Centre extent actually paid by BIIAB Kinergy to Project Company pursuant to Section 3.1(a)), minus (ii) (A) the Transportation Costs with respect to each such Bilateral Transaction minus (B) the Transportation Costs (Estimated) with respect to such Bilateral Transaction, minus (iii) (A) the Incentive Fee with respect to each such Bilateral Transaction minus (B) the Incentive Fee (Estimated) with respect to such Bilateral Transaction. Each such monthly reconciliation or “true-up” payment shall be paid by Kinergy or Project Company (as applicable) no later than five Business Days after the applicable Payment Adjustment Date. Each Party acknowledges that Kinergy (and not Project Company) bears the risk of non-payment by (a) a Third Party in connection with a Bilateral Transaction with respect to any Third Party (or an Affiliate thereof) that does not satisfy the Minimum Rating Criteria and (b) PEI or any Affiliate thereof that purchases Ethanol from Project Company; provided that Project Company and Kinergy acknowledge and agree that any risk of non-payment not borne by Kinergy shall be shared on a pro rata basis among Project Company and each other Person with respect to which sales are brokered by Kinergy (with such pro rata calculations based upon Approval and thereafterthe amount (expressed in gallons) of Ethanol delivered by, or on behalf of, each such Person during the applicable period in respect of which nonpayment has occurred), all as reasonably determined by Kinergy. 21.2 Unless otherwise stated, all fees notified (c) Notwithstanding anything to the Centre by BIIAB are exclusive of VATand/contrary in clause (a) or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB (b) above, if Project Company defaults in its obligation to provide Ethanol to Kinergy in accordance with the BIIAB Policies and Procedures on invoicing and paymentterms of this Agreement (including, and not later than within 30 days of the date of the invoice (“Payment Date”without limitation, as contemplated by Section 2.3(c)), then Kinergy shall be entitled to set-off and deduct from current and/or future payments owed to Kinergy by Project Company (including the estimated payments pursuant to clause (a) above and the reconciliation and “true-up” payments pursuant to clause (b) above) an amount equal to, as applicable (i) the amount of damage payments owed by Kinergy to the applicable Third Party for failure to provide such Ethanol or such other date (ii) the cost of any replacement Ethanol procured by Kinergy to satisfy the requirements of any Bilateral Transaction, each as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under the Centre Agreement without withholding or deduction of, or a result of Project Company’s failure to perform hereunder net of any revenues received in respect of, any Tax unless required by law. If any of such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been requiredBilateral Transaction. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre (a) Fee Schedule. As a condition precedent to ARIN’s duty to provide any Services, Holder shall pay any fees that may be payable in connection with ARIN for providing the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB Services in accordance with ARIN’s Fee Schedule for Included Number Resources, which is available on the BIIAB Policies and Procedures on invoicing and paymentWebsite. From time to time, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and any such transparent manner through the ARIN community consultation process. Legacy maintenance fees and/or cannot exceed the fees charged to comparable non-legacy holders for registration services as set forth in ARIN’s Fee Schedule for comparable number resources. (b) RegistrationInitial Fees and Other ▇▇▇▇.▇▇ Advance of Service. Prior to ARIN providing Holder with its Included Number ResourcesServices, Holder shall pay ARIN theany applicable “registration fee,” as set forth in the Fee Schedule, and all outstanding fees for other amounts number resources received from ARIN. Holder shall be payable also pay ARIN the applicable “annual renewal fee,” if any, ”initial fees” as set forth in accordance with the provisions Fee Schedule, at least five (5) days prior to the end of the Centre Agreement whether anniversary of ARIN’s first issuance ofas well as any Services to Holder (e.g., ARIN’s initial allocation or not any such grant or funding is continuingassignment of number resources to Holder).presently outstanding fees due to ARIN. (c) Fee Notices and Outcomes. The Centre Holder will be responsible notified in writing by an invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before itpayment is due. If Holder does not pay the fees payabledue to ARIN under this Agreement when due, ARIN shall provide a second written notificationnotice to the Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to make payment in response to the Delinquency Notice within thirty (30) days after ARIN providesthe date of such Delinquency Notice, ARIN shall provide Holder with a final delinquency written notice, by e-mail and postal mail and attemptmake reasonable efforts to reach Holder telephonically (the “Final Delinquency Notice”). If, for all costs any reason, Holder has not made such payment within thirty (30) days after ARIN provides the Final Delinquency Notice or ARIN is unable to contact Holder within thirty (30) days after ARIN provides the Final Delinquency Notice, ARIN has the right to: (i) stop providing Services, and/or (ii) after a total ofif any invoice remains unpaid six (6) months after the feepayment was due, terminate this Agreement and expenses incurred revoke the Included Number Resources. If the Services wereare stopped pursuant to Section 4(c)(i),, Holder may have the Services restored if it brings its account current before revocation. To the extent the Included Number Resources have been revoked but not reissued by ARIN, Holder may seek to have such Included Number Resources restored if it or persons acting contacts ARIN, brings its account current, pays an additional fee that ARIN may prescribe on its behalf in connection with this Centre Fee Schedule, and signs the then-current Registration Services Agreement.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified 1.1 You agree to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under outlined in your membership agreement with University Recreation Wellington and Debit Success our payment provider. You acknowledge these include: 1.1.1. The Administration Fee ($15.00) which is payable by you on signing this Contract for administrative costs associated with your membership. You acknowledge that some of the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required Administration Fee may be paid by lawDebitsuccess to the Facility. 1.1.2. Your selected and agreed weekly/monthly membership subscription amount. 1.1.3. A default charge of $14.95 which will be charged for each dishonoured payment. If any such withholding or deduction a debit is requiredreturned by my Financial Institution as unpaid, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre I will be responsible for any fees and charges charged by the Business as a result, in addition to any Financial Institution charges and collection fees; and Debitsuccess may attempt to re-process any unsuccessful payments as advised by the Business and/or add such unsuccessful payment to any future payments. 1.2 I acknowledge that it is my responsibility to ensure my contact details and payment information is kept updated. Any enquiries or changes to these details can be actioned through a request to University Recreation. 1.3 I acknowledge that it is my responsibility to ensure that there are sufficient cleared funds in the nominated account by, and at all costs times on, the due date of the payment (“Day to Debit”) to enable the direct debit to be honoured on the Day to Debit. I acknowledge and expenses incurred agree that sufficient funds will remain in the nominated account until the direct debit amount has been debited from the account and that if there are insufficient funds available when the debit is attempted, I agree that I will be responsible for any fees and charges that may be charged by it my Financial Institution and by the Business. 1.4 Payments will continue until you advise us of your cancellation of this agreement (including a 7-day notice period) 1.5 You must continue paying even if you do not use the facilities unless you request a hold or persons acting cancellation by completing the online request forms on its behalf University Recreations website. 1.6 You may alter the frequency of payments from weekly to monthly (and vice versa) and/or day to debit by requesting a change with University Recreation Wellington. However, any changes shall not affect the total amount you would otherwise be required to pay. 1.7 Within each 12-month period the rate may be adjusted once by University Recreation Wellington. You will receive at least 30 days’ notice of any change in connection with this Centre Agreementwriting, which may be by email. 1.8 I acknowledge that any disputes regarding debit payments will be directed to University Recreation. If no resolution is forthcoming, I understand that I am to direct any such dispute to my Financial Institution.

Fees and Payments. 21.1 Centre (a) Fee Schedule. As a condition precedent to ARIN’s duty to provide any Services, Holder shall pay any fees that may be payable in connection with ARIN for providing the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB Services in accordance with ARIN’s Fee Schedule for Included Number Resources, which is available on the BIIAB Policies Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and Procedures transparent manner through the ARIN community consultation process. Any change to the Fee Schedule shall be effective upon publication on invoicing the Website and paymentshall not be applied retroactively. (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall pay ARIN any applicable “initial fees” as set forth in the Fee Schedule, as well as any presently outstanding fees due to ARIN. (c) Fee Notices and not later than within Outcomes. Holder will be notified in writing by an invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before payment is due. If Holder does not pay the fees due to ARIN under this Agreement when due, ARIN shall provide a second written notice to the Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to make payment in response to the Delinquency Notice within thirty (30) days after the date of such Delinquency Notice, ARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the invoice (“Payment DateFinal Delinquency Notice”). If, or for any reason, Holder has not made such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under payment within thirty (30) days after ARIN provides the Centre Agreement without withholding or deduction ofFinal Delinquency Notice, or in respect ofARIN has the right to: (i) stop providing Services, and/or (ii) if any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount invoice remains unpaid six (6) months after the Payment Date BIIAB reserves the right payment was due, terminate this Agreement pursuant to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Section 10. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre (a) Fee Schedule. As a condition precedent to ARIN’s duty to provide any Services, Holder shall pay any fees that may be payable in connection with ARIN for providing the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB Services in accordance with ARIN’s Fee Schedule for Included Number Resources, which is available on the BIIAB Policies Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and Procedures transparent manner through the ARIN community consultation process. Any change to the Fee Schedule shall be effective upon publication on invoicing the Website and paymentshall not be applied retroactively. Legacy maintenance fees cannot exceed the fees charged to comparable non-legacy holders for registration services as set forth in ARIN’s Fee Schedule for comparable number resources. (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall pay ARIN any applicable “initial fees” as set forth in the Fee Schedule, as well as any presently outstanding fees due to ARIN. (c) Fee Notices and not later than within Outcomes. Holder will be notified in writing by an invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before payment is due. If Holder does not pay the fees due to ARIN under this Agreement when due, ARIN shall provide a second written notice to the Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to make payment in response to the Delinquency Notice within thirty (30) days after the date of such Delinquency Notice, ARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the invoice (“Payment DateFinal Delinquency Notice”). If, or for any reason, Holder has not made such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under payment within thirty (30) days after ARIN provides the Centre Final Delinquency Notice, ARIN has the right to: (i) stop providing Services, and/or (ii) if any invoice remains unpaid six (6) months after payment was due, terminate this Agreement without withholding or deduction of, or in respect of, any Tax unless required by lawand revoke the Included Number Resources. If any the Services are stopped, Holder may have the Services restored if it brings its account current before revocation. To the extent the Included Number Resources have been revoked but not reissued by ARIN, Holder may seek to have such withholding or deduction is requiredIncluded Number Resources restored if it contacts ARIN, the Centre shall pay to BIIAB such brings its account current, pays an additional amount as will ensure fee that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidatedARIN may prescribe on its Fee Schedule, and whether or not either liability arises under this Centre signs the then-current Registration Services Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified (a) Fee Schedule. As a condition precedent to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ ’s duty to provide any Services, Holder shall pay ARIN for providing the Services in writingaccordance with ARIN’s Fee Schedule for Included Number Resources, which is available on the Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and transparent manner through the ARIN community consultation process. Legacy maintenance fees cannot exceed the fees charged to comparable non-legacy holders for registration services as set forth in ARIN’s Fee Schedule for comparable number resources. 21.4 The Centre (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall make all payments under pay ARIN any applicable ”initial fees” as set forth in the Centre Agreement without withholding or deduction ofFee Schedule, or as well as any presently outstanding fees due to ARIN. (c) Fee Notices and Outcomes. Holder will be notified in respect of, any Tax unless required writing by lawan invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before payment is due. If any such withholding or deduction is requiredHolder does not pay the fees due to ARIN under this Agreement when due, the Centre ARIN shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without provide a second written notice to the Centre, Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to set off any liability of the Centre to BIIAB against any liability of BIIAB make payment in response to the CentreDelinquency Notice within thirty (30) days after the date of such Delinquency Notice, whether either liability is present or futureARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the “Final Delinquency Notice”). If, liquidated or unliquidatedfor any reason, Holder has not made such payment within thirty (30) days after ARIN provides the Final Delinquency Notice, ARIN has the right to: (i) stop providing Services, and/or (ii) if any invoice remains unpaid six (6) months after payment was due, terminate this Agreement and revoke the Included Number Resources. If the Services are stopped, Holder may have the Services restored if it brings its account current before revocation. To the extent the Included Number Resources have been revoked but not reissued by ARIN, Holder may seek to have such Included Number Resources restored if it contacts ARIN, brings its account current, pays an additional fee that ARIN may prescribe on its Fee Schedule, and whether or not either liability arises under this Centre signs the then-current Registration Services Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre A. Sales proceeds from the sale of Collected Books, less shipping and handling, commissions paid to any applicable online marketplace, deduction of returns, allowances for damaged or missing goods and any discounts allowed (“Net Proceeds”) shall pay any fees that may be payable disbursed as follows: (i) Zero percent (0%) of the Net Proceeds (“License Fee”) shall be paid to the Friends of the Waterford Township Library (“FWTL”), a non-profit organization supporting the Licensor’s programs and services, commencing on March 1, 2025, and expiring on September 30, 2025. Unless BWB or the FTWL terminates the Agreement pursuant to Section 7 herein, the License Fee shall increase to ten percent (10%) of Net Proceeds commencing on October 1, 2025. (ii) The balance of Net Proceeds shall be retained by BWB to cover all operating expenses incurred in connection with collecting, transporting, processing, inventorying, shipping, marketing, selling, providing customer service, and developing software for the Centre Agreementvolume of books received from Licensor, as notified and contribution to the Centre by BIIAB upon Approval and thereaftergeneral overhead. 21.2 Unless otherwise stated, all fees notified B. BWB shall provide payment to FWTL of the Centre by BIIAB are exclusive amount determined in Paragraph 5(A) above on a reasonable basis. No payment shall be issued to FWTL if the amount due to FWTL is less than one hundred dollars ($100.00) at the end of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and paymenta quarter, and not later than FWTL must accrue at least fifty dollars ($50.00) each quarter in order to be eligible for any payment to FWTL. Payment via check must be cashed within 30 ninety (90) days of from the date of issue; otherwise, the invoice (“Payment Date”), or such other date as may payment shall be agreed by ▇▇▇▇▇ in writingforfeited to the FWTL and a replacement check shall not be issued. 21.4 The Centre shall make all payments under the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB C. BWB reserves the right to charge statutory interest on remove any outstanding feesbook from a marketplace at any time. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice Any unsold books due to BIIAB’s other rights and remediesmarket demand, condition, and/or failure to pay any fees due may result in sell within a sanction being imposed timeframe (to be determined solely by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that BWB) may be payable discarded by the Centre BWB in an environmentally sensitive manner, recycled, or donated at any time by BWB to BIIAB in connection with the Centre Agreement, whether a Literacy or not the Centre has relied on any grant, government funding Education Partner or any other third party funding at eligible organization of BWB’s choosing. BWB shall not owe Seller or the selected Literacy or Education Partner any point prior to further compensation for any unsold Surplus Books that are discarded, recycled, donated, or during have been listed for sale by the term of this Centre Agreement, Purchaser for longer than three hundred and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreementsixty-five (365) days.

Fees and Payments. 21.1 Centre (a) Fee Schedule. As a condition precedent to ARIN’s duty to provide any Services, Holder shall pay any fees that may be payable in connection with ARIN for providing the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB Services in accordance with ARIN’s Fee Schedule for Included Number Resources, which is available on the BIIAB Policies Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and Procedures transparent manner through the ARIN comm unity consultation process. Any change to the Fee Schedule shall be effective upon publication on invoicing the W ebsite and paymentshall not be applied retroactively. Legacy maintenance fees cannot exceed the fees charged to com parable non-legacy holders for registration services as set forth in ARIN’s Fee Schedule for comparable number resources. (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall pay ARIN any applicable “initial fees” as set forth in the Fee Schedule, as well as any presently outstanding fees due to ARIN. (c) Fee Notices and not later than within Outcomes. Holder will be notified in writing by an invoice from ARIN to pay its fees. Such invoic e will be sent at least 30 days before payment is due. If Holder does not pay the fees due to ARIN under this Agreement when due, ARIN shall provide a second written notice to the Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to make payment in response to the Delinquency Notice within thirty (30) days after the date of such Delinquency Notice, ARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the invoice (“Payment DateFinal Delinquency Notice”). If, or for any reason, Holder has not made such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under payment within thirty (30) days after ARIN provides the Centre Final Delinquency Notice, ARIN has the right to: (i) stop providing Services, and/or (ii) if any invoice remains unpaid six (6) months after payment was due, terminate this Agreement without withholding or deduction of, or in respect of, any Tax unless required by lawand revoke the Included Number Resources. If any the Services are stopped, Holder may have the Services restored if it brings its account current before revocation. To the extent the Included Number Resources have been revoked but not reissued by ARIN, Holder may seek to have such withholding or deduction is requiredIncluded Number Resources restored if it contacts ARIN, the Centre shall pay to BIIAB such brings its account current, pays an additional amount as will ensure fee that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidatedARIN may prescribe on its Fee Schedule, and whether or not either liability arises under this Centre signs the then-current Registration Services Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 22.1. Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified to the Centre by BIIAB VTCT upon Approval and thereafter. 21.2 22.2. Unless otherwise stated, all fees notified to the Centre by BIIAB VTCT are exclusive of VATand/or VAT (if applicable) and/or any equivalent sales Taxtax in the Territory. 21.3 22.3. The Centre shall make payment of all valid invoices presented by BIIAB VTCT in accordance with the BIIAB VTCT Policies and Procedures on invoicing and paymentpayment (if any), and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ VTCT in writing. 21.4 The Centre shall make all payments 22.4. All amounts due under the Centre Agreement from the Centre to VTCT shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or deduction of, or in respect of, any Tax unless withholding of tax as required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required). 21.5 BIIAB 22.5. VTCT reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB VTCT against any liability of BIIAB VTCT to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 22.6. Any fees payable by the Centre to BIIAB VTCT are, unless otherwise statedstated in the relevant VTCT Policies and Procedures, non- non-refundable. 21.7 22.7. The Centre acknowledges and agrees that it will be responsible for all expenses incurred by it or persons acting on its behalf in connection with the Centre Agreement, including, but not limited to the costs of recruitment and registration of Learners and the costs of examinations/assessments. 22.8. If any amount remains unpaid after the Payment Date BIIAB VTCT reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day fees on a daily basis at 8% a year above the Barclays Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Plc Base Rate plus 4%. 21.8 22.9. Without prejudice to BIIABVTCT’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB VTCT under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 2423. 21.9 For the avoidance of doubt, the provisions of this clause 21 22.10. The Centre shall apply to all fees and/or indemnify VTCT on demand for any other amounts that may be payable by the Centre to BIIAB costs and expenses incurred in connection with the recovery of any fees due under the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. 22.11. The Centre will be is solely responsible for all costs the collection, remittance and expenses incurred payments of any taxes, charges, levies, assessments and other fees of any kind imposed by it governmental or persons acting on its behalf other authority in the Territory in connection with this Centre Agreementthe delivery of Qualifications. 22.12. VTCT offers regulated provision under both the VTCT and iTEC brands. iTEC is the trading name of Education & Media Services Ltd (EMS), a wholly owned subsidiary of VTCT. In accordance with clause

Fees and Payments. 21.1 The Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified to the Centre by BIIAB ISTD upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB ISTD are exclusive of VATand/or VAT (if applicable) and/or any equivalent sales Taxtax in the Territory. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB ISTD in accordance with the BIIAB ISTD Policies and Procedures on invoicing and paymentpayment (if any), and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ ISTD in writing. 21.4 The Centre shall make all payments All amounts due under the Agreement from the Centre Agreement to ISTD shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or deduction of, or in respect of, any Tax unless withholding of tax as required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required). 21.5 BIIAB ISTD reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB ISTD against any liability of BIIAB ISTD to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB ISTD are, unless otherwise statedstated in the relevant ISTD Policies and Procedures, non- non-refundable. 21.7 The Centre acknowledges and agrees that it will be responsible for all expenses incurred by it or persons acting on its behalf in connection with the Agreement, including but not limited to, the costs of recruitment and registration of Learners and the costs of examinations/assessments. 21.8 If any amount remains unpaid after the Payment Date BIIAB reserves the right to Date, ISTD may charge statutory interest on any outstanding fees. Interest under this clause will accrue each day fees on a daily basis at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998England Base Rate plus 4%. 21.8 21.9 Without prejudice to BIIABISTD’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB ISTD under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24condition 23. 21.9 For the avoidance of doubt, the provisions of this clause 21 21.10 The Centre shall apply to all fees and/or indemnify ISTD on demand for any other amounts that may be payable by the Centre to BIIAB costs and expenses incurred in connection with the Centre recovery of any fees due under the Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. . 21.11 The Centre will be is solely responsible for all costs the collection, remittance and expenses incurred payments of any taxes, charges, levies, assessments and other fees of any kind imposed by it governmental or persons acting on its behalf other authority in connection with this Centre Agreementthe Delivery of Qualifications.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified to the Centre by BIIAB SEG Awards upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB SEG Awards are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB SEG Awards in accordance with the BIIAB SEG Awards Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ SEG Awards in writing. 21.4 The Centre shall make all payments under the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB SEG Awards such additional amount as will ensure that BIIAB SEG Awards receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB SEG Awards reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB SEG Awards against any liability of BIIAB SEG Awards to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB SEG Awards are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB SEG Awards reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s SEG Awards’ other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB SEG Awards under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB SEG Awards in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified 1.1 You agree to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under outlined in your membership agreement with University Recreation Wellington and Debit Success our payment provider. You acknowledge these include: 1.1.1. The Administration Fee ($15.00) which is payable by you on signing this Contract for administrative costs associated with your membership. You acknowledge that some of the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required Administration Fee may be paid by lawDebitsuccess to the Facility. 1.1.2. Your selected and agreed weekly/monthly membership subscription amount. 1.1.3. A default charge of $14.95 which will be charged for each dishonoured payment. If any such withholding or deduction a debit is requiredreturned by my Financial Institution as unpaid, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre I will be responsible for any fees and charges charged by the Business as a result, in addition to any Financial Institution charges and collection fees; and Debitsuccess may attempt to re-process any unsuccessful payments as advised by the Business and/or add such unsuccessful payment to any future payments. 1.2 I acknowledge that it is my responsibility to ensure my contact details and payment information is kept updated. Any enquries or changes to these details can be action through a request to University Recreation. 1.3 I acknowledge that is my responsibility to ensure that there are sufficient cleared funds in the nominated account by, and at all costs times on, the due date of the payment (“Day to Debit”) to enable the direct debit to be honoured on the Day to Debit. I acknowledge and expenses incurred agree that sufficient funds will remain in the nominated account until the direct debit amount has been debited from the account and that if there are insufficient funds available when the debit is attempted, I agree that I will be responsible for any fees and charges that may be charged by it my Financial Institution and by the Business. 1.4 Payments will continue until you advise us of your cancellation of this agreement (including a 7-day notice period) 1.5 You must continue paying even if you do not use the facilities unless you request a hold or persons acting cancellation by completing the online request forms on its behalf University Recreations website. 1.6 You may alter the frequency of payments from weekly to monthly (and vice versa) and/or day to debit by requesting a change with University Recreation Wellington. However, any changes shall not affect the total amount you would otherwise be required to pay. 1.7 Within each 12-month period the rate may be adjusted once by University Recreation Wellington. You will receive at least 30 days’ notice of any change in connection with this Centre Agreementwriting, which may be by email. 1.8 I acknowledge that any disputes regarding debit payments will be directed to University Recreation. If no resolution is forthcoming, I understand that I am to direct any such dispute to my Financial Institution.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified (a) Fee Schedule. As a condition precedent to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ ’s duty to provide any Services, Holder shall pay ARIN for providing the Services in writingaccordance with ARIN’s Fee Schedule for Included Number Resources, which is available on the Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and transparent manner through the ARIN community consultation process. Any change to the Fee Schedule shall be effective upon publication on the Website and shall not be applied retroactively. Legacy maintenance fees cannot exceed the fees charged to comparable non-legacy holders for registration services as set forth in ARIN’s Fee Schedule for comparable number resources. 21.4 The Centre (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall make all payments under pay ARIN any applicable “initial fees” as set forth in the Centre Agreement without withholding or deduction ofFee Schedule, or as well as any presently outstanding fees due to ARIN. (c) Fee Notices and Outcomes. Holder will be notified in respect of, any Tax unless required writing by lawan invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before payment is due. If any such withholding or deduction is requiredHolder does not pay the fees due to ARIN under this Agreement when due, the Centre ARIN shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without provide a second written notice to the Centre, Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to set off any liability of the Centre to BIIAB against any liability of BIIAB make payment in response to the CentreDelinquency Notice within thirty (30) days after the date of such Delinquency Notice, whether either liability is present or futureARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the “Final Delinquency Notice”). If, liquidated or unliquidatedfor any reason, Holder has not made such payment within thirty (30) days after ARIN provides the Final Delinquency Notice, ARIN has the right to: (i) stop providing Services, and/or (ii) if any invoice remains unpaid six (6) months after payment was due, terminate this Agreement and revoke the Included Number Resources. If the Services are stopped, Holder may have the Services restored if it brings its account current before revocation. To the extent the Included Number Resources have been revoked but not reissued by ARIN, Holder may seek to have such Included Number Resources restored if it contacts ARIN, brings its account current, pays an additional fee that ARIN may prescribe on its Fee Schedule, and whether or not either liability arises under this Centre signs the then-current Registration Services Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection with the Centre Agreement, as notified (a) Fee Schedule. As a condition precedent to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ ’s duty to provide any Services, Holder shall pay ARIN for providing the Services in writingaccordance with ARIN’s Fee Schedule for Included Number Resources, which is Deleted: 16 Deleted: Aug Deleted: 16 RSA: Version 13.0 / LRSA: Version 5.0 (12 Sep 2022) available on the Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in an open and transparent manner through the ARIN community consultation process. Any change to the Fee Schedule shall be effective upon publication on the Website and shall not be applied retroactively. Legacy maintenance fees cannot exceed the fees charged to comparable non-legacy holders for registration services as set forth in ARIN’s Fee Schedule for comparable number resources. 21.4 The Centre (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall make all payments under pay ARIN any applicable “initial fees” as set forth in the Centre Agreement without withholding or deduction ofFee Schedule, or as well as any presently outstanding fees due to ARIN. (c) Fee Notices and Outcomes. Holder will be notified in respect of, any Tax unless required writing by lawan invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before payment is due. If any such withholding or deduction is requiredHolder does not pay the fees due to ARIN under this Agreement when due, the Centre ARIN shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without provide a second written notice to the Centre, Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to set off any liability of the Centre to BIIAB against any liability of BIIAB make payment in response to the CentreDelinquency Notice within thirty (30) days after the date of such Delinquency Notice, whether either liability is present or futureARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the “Final Delinquency Notice”). If, liquidated or unliquidatedfor any reason, Holder has not made such payment within thirty (30) days after ARIN provides the Final Delinquency Notice, ARIN has the right to: (i) stop providing Services, and/or (ii) if any invoice remains unpaid six (6) months after payment was due, terminate this Agreement and revoke the Included Number Resources. If the Services are stopped, Holder may have the Services restored if it brings its account current before revocation. To the extent the Included Number Resources have been revoked but not reissued by ARIN, Holder may seek to have such Included Number Resources restored if it contacts ARIN, brings its account current, pays an additional fee that ARIN may prescribe on its Fee Schedule, and whether or not either liability arises under this Centre signs the then-current Registration Services Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre shall 27.1 will pay any fees that may be payable in connection to BMI a Fee for each Customer reported under the Order or Product Report submitted by with the Centre Agreementrespect to each Product (“Fees”), as notified to further set forth in Exhibit C. BMI will invoice for total fees and payments after the Centre by BIIAB upon Approval receipt of each Order or Product Report as described in Sections 6.1 and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive 9.5 of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies this Agreement. Each invoice will be due and Procedures on invoicing and payment, and not later than within 30 payable net thirty (30) days of after the date of the invoice. Fees will equal at a minimum the product of the number of Customers on an End Users email system and either the selective opt-in fees or 100% opt-in annual fee as provided in Exhibit C and section 6 of this Agreement. All Orders, Product Reports and Invoices will be in US Dollars. 27.2 All payments to be made by to BMI under this Agreement will be payable in US Dollars. 27.3 All fees owed by to BMI under this Agreement will be paid in full within thirty (30) calendar days after the date of invoice without any deduction or withholding (whether in respect of set off, defense, deferment, counterclaim, duties, taxes including turnover tax, value added tax, goods and services tax, withholding tax, government charges or legal dues and otherwise whatsoever) unless the deduction or withholding is required by law in relation to tax on the net income of BMI or the employees of BMI, in which case will: (a) notify BMI of any requirement with respect to the deduction or withholding as soon as becomes aware of it; (b) ensure that the deduction or withholding does not exceed the minimum amount legally required; (c) pay to the relevant taxation or other authorities within the period for payment required by applicable law the full amount of the deduction or withholding; and (d) furnish to BMI within the period for payment permitted by applicable law an official receipt of the relevant taxation or other authorities in respect of all amounts deducted or withheld. 27.4 All amounts not paid when due under this Agreement will accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted under applicable law. 27.5 will maintain complete, proper, accurate and up-to-date records (`Relevant Records”) of all sales of the Services and of the details of all End Users, including contracts, accounts and support logs regarding: (a) the use of Product by End Users, and (b) ’s compliance with the terms of this Agreement. Such reports will be submitted by to BMI within ten days of BMI’s request of the same. will keep all Relevant Records. BMI will have the right to audit (“Payment DateAudit”)) all such records no more than once per twelve (12) month period throughout the term of this Agreement, or to confirm the accuracy of the number of Customers reported to BMI, and compliance with any other terms and conditions of this Agreement. The scope of such other date as may audit shall be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under limited to transactions occurring during the Centre Agreement without withholding or deduction ofpreceding 24-month period For the purposes of the Audit, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives BMI and/or its duly appointed representative will be given access to such principal place of business and to such records and will be entitled to take copies of all such records for the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time aforesaid purpose. This right will survive one (1) year after termination of this Agreement. Audit will take place during normal business hours and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with ’s standard security procedures. BMI must give reasonable prior written notice to audit in advance of the Late Payment desired date. The audit will be conducted at BMI’s expense unless such audit reveals an underpayment to BMI in excess of Commercial Debts ten percent (Interest10%) Act 1998for the period being audited, in which case will bear the reasonable expenses of the audit. 21.8 Without prejudice 27.6 Except as otherwise provided hereunder or as otherwise agreed to BIIABin writing between the Parties, each Party is responsible for their own expenses incurred in their performance hereunder. Any costs or expenses incurred by the Parties will be at that Party’s other rights sole risk and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 upon that Party’s independent business judgment that such costs and expenses are appropriate. For the avoidance of doubt, the provisions may not credit any payment of this clause 21 shall apply Fees due to all fees and/or any other amounts that may be payable by the Centre End Users failure to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreementpay.

Fees and Payments. 21.1 Centre shall pay any fees that may be payable in connection Subject to Affiliate’s compliance with the Centre this Agreement, Affiliate will be entitled to receive fees from HiBnb, calculated as notified to the Centre ten percent (10%) of Revenues actually received by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make all payments under the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or HiBnb from Referred Users during the term of this Centre Agreement, as set out below (the “Fees”). For clarity, Fees are payable on Revenues earned from new Referred Users only and on Revenues earned until December 31, 2025. Fees shall not be payable on amounts received from Users who were previously registered with HiBnb and who established new or duplicate accounts using Affiliate’s Referral Code. Fees shall not be payable on revenue generated on or after January 1, 2026. Fees due to Affiliate will be calculated on a monthly basis and, if they meet the required threshold, will be paid by HiBnb, based upon the actual receipt of Revenue by HiBnb in such month. HiBnb distributes Fees to Affiliates monthly . Fees will be deemed earned on the date on which Revenue is received by HiBnb, and will be paid in respect of the prior month by no later than the 30th of each month. Where the Fees owing to Affiliate are equal to or greater than $100 USD at the end of any month, the Fees will be paid to Affiliate. If the Fees owing to Affiliate are less than $100 USD at the end of any month, such Fees shall be carried over into the next month. Affiliates are responsible for all applicable Taxes that arise from or as a result of the payment of Fees or any other activities under this Agreement. All payments are subject to investigation for compliance with the terms of this Agreement, and may be withheld during any such fees and/or other investigation. HiBnb may also withhold payment if Affiliate fails to provide HiBnb with information that is required to make payment. Notwithstanding anything to the contrary in this Agreement, HiBnb will not be responsible to pay any Fees related to amounts that have been refunded to Referred Users by HiBnb or are subject to chargebacks. If any Fees paid by HiBnb are subsequently discovered to be subject to a return or chargeback, to have been paid in error, or were paid despite Affiliate’s non-compliance with this Agreement, HiBnb will have the right, in its sole discretion, to reclaim such amounts from Affiliate or to set off such amounts from Fees due to Affiliate in future payment periods. If the Agreement is terminated before such amounts are fully repaid by Affiliate to HiBnb, Affiliate shall be payable in accordance with repay to HiBnb the provisions remaining balance within thirty (30) days of the Centre Agreement whether or not effective date of termination of this Agreement. Despite anything else contained herein, HiBnb reserves the right, in its sole discretion from time to time and subject to compliance with applicable securities legislation, to pay up to fifty percent (50%) of any such grant or funding is continuing. The Centre will Fees owing to Affiliate by way of the issuance of common shares in HiBnb to the Affiliate, at a price per share to be responsible for all costs and expenses incurred determined by it or persons acting on its behalf in connection with this Centre AgreementHiBnb.

Fees and Payments. 21.1 Centre 5.1 The Licensee shall pay any fees that may be payable in connection with to the Centre AgreementLicensor, as notified to a consideration for the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise statedSupport Services hereunder, all the fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB in accordance with the BIIAB Policies and Procedures on invoicing and payment, and not later than within 30 days then current Price List of the date Licensor applicable to the Support Services, unless otherwise agreed mutually between the parties. The Licensee is entitled to use the Support Services in accordance herewith only following the payment of the invoice (“Payment Date”)respective fees hereunder and also under the Licence Agreement, or such other date as may be unless otherwise agreed by with the Licensor. The then current Price List is located on the Licensor’s website at ▇▇▇▇▇ in writing://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ or will be otherwise disclosed to the Licensee. 21.4 The Centre shall make all payments under 5.2 Unless otherwise agreed between the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is requiredparties, the Centre Price List shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at constitute an integral part of any time and without notice to the Centre, to set off any liability all of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB . The Licensor reserves the right to charge statutory interest on change, modify and amend the Price List at any outstanding fees. Interest time at its sole discretion, which amendments shall become effective as of the date set forth in the Price List in respect of each such amendment. 5.3 For each payment due to the Licensor under this clause will accrue each day at 8% a year above Agreement, an invoice signed by the Bank authorised representative of England's base rate the Licensor or of the authorised reseller shall be issued in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts applicable tax regulations. The invoice shall be payable in accordance with within fifteen (15) days after the provisions day of its issuance and the fees shall be paid to the account of the Centre Licensor or of an authorised reseller of the Licensor, as specified in the respective invoice, unless agreed otherwise. 5.4 Should the Licensee fail to pay the fee within the above-stated period, the Licensee shall be obliged to pay to the Licensor the delay interest at the rate applicable by law and/or the Licensor may terminate this Agreement whether or not any such grant or funding is continuingwith immediate effect by written notice delivered to the Licensee. The Centre Licensee will be responsible reimburse the Licensor for all any reasonable legal fees and other costs and expenses incurred by the Licensor in collecting past due amounts. 5.5 The prices on the Price List are without any VAT or similar taxes. Any such taxes will be added to the price. 5.6 All payments to be made by the Licensee to the Licensor under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Licensee is required by law to make such payment subject to the deduction or withholding of tax, in which case the sum payable by the Licensee in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making of the required deduction or withholding, the Licensor receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or persons acting on its behalf in connection with this Centre Agreementwithholding been made or required to be made.

Fees and Payments. 21.1 Centre (a) Fee Schedule. As a condition precedent to ARIN’s duty to provide any Services, Holder shall pay any fees that may be payable in connection with ARIN for providing the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB Services in accordance with the BIIAB Policies and Procedures on invoicing and paymentARIN’s Fee Schedule for Included Number Resources, and not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed which is Deleted: given by email to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or RSA: Version 14.0 (2025) available on the Website. ARIN will have the right to change the Fee Schedule applicable to one or more Services, which change will be posted on the Website, provided that ARIN must set its fees in writingan open and transparent manner through the ARIN community consultation process. Any change to the Fee Schedule shall be effective upon publication on the Website and shall not be applied retroactively. 21.4 The Centre (b) Initial Fees in Advance of Service. Prior to ARIN providing Holder with Services, Holder shall make all payments under pay ARIN any applicable “initial fees” as set forth in the Centre Agreement without withholding or deduction ofFee Schedule, or as well as any presently outstanding fees due to ARIN. (c) Fee Notices and Outcomes. Holder will be notified in respect of, any Tax unless required writing by lawan invoice from ARIN to pay its fees. Such invoice will be sent at least 30 days before payment is due. If any such withholding or deduction is requiredHolder does not pay the fees due to ARIN under this Agreement when due, the Centre ARIN shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without provide a second written notice to the Centre, Holder that will constitute the notice of delinquency (the “Delinquency Notice”). If Holder fails to set off any liability of the Centre to BIIAB against any liability of BIIAB make payment in response to the CentreDelinquency Notice within thirty (30) days after the date of such Delinquency Notice, whether either liability is present or futureARIN shall provide Holder with a final delinquency notice and make reasonable efforts to reach Holder telephonically (the “Final Delinquency Notice”). If, liquidated or unliquidatedfor any reason, and whether or Holder has not either liability arises under this Centre Agreement. 21.6 Any fees payable by made such payment within thirty (30) days after ARIN provides the Centre to BIIAB areFinal Delinquency Notice, unless otherwise statedARIN has the right to: (i) stop providing Services, non- refundable. 21.7 If and/or (ii) if any amount invoice remains unpaid six (6) months after the Payment Date BIIAB reserves the right payment was due, terminate this Agreement pursuant to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Section 10. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under the Sanctions Policy, suspension or withdrawal of Approval and/or termination of the Centre Agreement under clause 24. 21.9 For the avoidance of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable in accordance with the provisions of the Centre Agreement whether or not any such grant or funding is continuing. The Centre will be responsible for all costs and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreement.

Fees and Payments. 21.1 Centre (a) In consideration of the rights granted to Chugai hereunder, Chugai shall pay any fees that may be payable in connection with the Centre Agreement, as notified to the Centre by BIIAB upon Approval and thereafter. 21.2 Unless otherwise stated, all fees notified to the Centre by BIIAB are exclusive of VATand/or any equivalent sales Tax. 21.3 The Centre shall make payment of all valid invoices presented by BIIAB Gliatech in accordance with the BIIAB Policies following terms and Procedures on invoicing and payment, and conditions: (1) In the event that Chugai has not later than within 30 days of the date of the invoice (“Payment Date”), or such other date as may be agreed by ▇▇▇▇▇ in writing. 21.4 The Centre shall make filed for all payments under the Centre Agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Centre shall pay to BIIAB such additional amount as will ensure that BIIAB receives the same total amount that it would have received if no such withholding or deduction had been required. 21.5 BIIAB reserves the right, at any time and without notice to the Centre, to set off any liability of the Centre to BIIAB against any liability of BIIAB to the Centre, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Centre Agreement. 21.6 Any fees payable by the Centre to BIIAB are, unless otherwise stated, non- refundable. 21.7 If any amount remains unpaid after the Payment Date BIIAB reserves the right to charge statutory interest on any outstanding fees. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate necessary Authorizations in accordance with the Late Payment terms of Commercial Debts (Interest) Act 1998the initial Development Plan, which may be amended based on the mutual agreement of the parties, then Chugai shall pay to Gliatech a commitment fee of $100,000, payable in U.S. dollars. In the event that the Ministry of Health and Welfare does not grant Chugai all necessary Authorizations, then Chugai shall not be obliged to pay the commitment fee of $100,000; PROVIDED, THAT, Chugai has complied with the terms of the initial Development Plan in seeking such Authorizations. 21.8 Without prejudice to BIIAB’s other rights and remedies, failure to pay any fees due may result in a sanction being imposed by BIIAB under (2) In the Sanctions Policy, suspension or withdrawal of Approval and/or termination event that within thirty (30) days after receipt of the Centre Agreement under clause 24. 21.9 For the avoidance Authorizations, Chugai has not submitted its initial order for delivery of doubt, the provisions of this clause 21 shall apply to all fees and/or any other amounts that may be payable by the Centre to BIIAB in connection with the Centre Agreement, whether or not the Centre has relied on any grant, government funding or any other third party funding at any point prior to or during the term of this Centre Agreement, and any such fees and/or other amounts shall be payable Products ninety (90) days thereafter in accordance with the provisions terms and conditions of the Centre Manufacturing Agreement, dated December 10, 1996, by and between Gliatech and Chugai (the "Manufacturing Agreement), then Chugai shall pay to Gliatech a commitment fee payable in U.S. dollars equivalent to Chugai's forecasted purchases for the corresponding year of sales as set forth on EXHIBIT B attached hereto. (3) Each year thereafter, if Gliatech has not received a purchase order from Chugai by September 30, then Chugai shall pay Gliatech a commitment fee, equivalent to the forecasted purchases for the following twelve month period as set forth on EXHIBIT B attached hereto. (b) Chugai and Gliatech agree that as of the Effective Date, the royalty-free nature of the license and rights granted to Chugai in this Agreement whether is based on the intention of the parties that a further relationship will exist as of the Effective Date under which Gliatech or not any such grant or funding is continuing. The Centre its designee will be responsible manufacture the Products and Chugai will purchase the Products from Gliatech for all costs resale to its customers in accord with the Manufacturing Agreement by and expenses incurred by it or persons acting on its behalf in connection with this Centre Agreementbetween Chugai and Gliatech.