Common use of Provision of Services Clause in Contracts

Provision of Services. (a) Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).

Provision of Services. (a) This Agreement shall become effective upon the occurrence of the Contribution Closing (as defined in the Separation Agreement). Subject to Section 2.1(d)the terms and provisions of this Agreement, SEACOR ▇▇▇▇ Foods shall provide to ERA any or all of WhiteWave with the Services listed and described services set forth on Schedule A hereto (collectively, the “▇▇▇▇ Foods Initial Services”) and WhiteWave shall provide ▇▇▇▇ Foods with the services set forth on Schedule B hereto (collectively with the ▇▇▇▇ Foods Initial Services, the “Initial Services”). A party providing any Service is referred to herein in such other Services capacity as may from the “Provider” and a party receiving any Service is referred to herein in such capacity as the “Recipient.” (b) From time to time be agreed between during the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as term of this Agreement, the parties may otherwise agree in writing, in every case, all of by written mutual written agreement identify additional services that the Services shall be provided Provider will provide to the Recipient in accordance with the termsterms of this Agreement (the “Additional Services” and, limitations and conditions set forth herein and on Schedule A. For together with the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the partiesInitial Services, the Services shall be performed by SEACOR “Services”). If the parties agree to add any Additional Services, the parties will amend Schedule A or Schedule B, as applicable, for ERA in each such Additional Service setting forth the identities of the Provider and the Recipient, a manner that is substantially description of such Service, the same as the manner and level of support in term during which such Services were generally performed by SEACOR Service will be provided, the Cost, if any, for ERA during the twelve (12) months prior such Service and any other provisions applicable thereto. In order to the date become a part of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior amendment to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not applicable Schedule must be required to use its own funds or to otherwise pay for any goods or services purchased or required executed by ERA from third parties or for any other payment obligation a duly authorized representative of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third each party, SEACOR mayat which time such Additional Service will, in its sole discretiontogether with the Initial Services, opt be deemed to permit ERA constitute “Services” for the purposes hereof and will be subject to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(dAgreement. The parties may, but will not be required to, agree on Additional Services during the term of this Agreement. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, neither party will have any obligation to agree to provide Additional Services. (c) Except as expressly contemplated in the Schedules, the Provider will not be obligated to perform or to cause to be performed any Service in a volume or quantity that exceeds on an annualized basis 110% of the historical volumes or quantities of Services performed by it or its Affiliates for the business of the Recipient during calendar year 2012 to date, without reference to the transactions contemplated by the Separation Agreement. Nothing in this Agreement will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. (d) Each party will use commercially reasonable efforts to assist and cooperate with one another in the timely and orderly performance of the Services. The Recipient acknowledges that some Services to be provided under this Agreement require instructions and information from the Recipient, which the Recipient will provide to the Provider sufficiently in advance in order to enable the Provider to procure such Services in a timely manner. The Provider will not be liable for any delays resulting from or caused by the Recipient’s failure to provide such instructions or information in a timely manner. (e) The parties shall cooperate and use good faith, commercially reasonable efforts to obtain any consents, additional licenses or approvals from third-party hardware and software vendors, support and maintenance providers, outsourcing service providers, and other third parties that are required to enable the Provider to perform the Services, and the Recipient to receive the benefit of the Services. The Recipient shall bear the costs of obtaining any such required consents. In the event that the parties are unable to obtain any such third-party consent, the parties shall work together to agree upon a commercially reasonable alternative arrangement. The Recipient shall bear the costs of implementing any such alternative arrangement. (f) Nothing in this Agreement will prevent the Provider from using its Affiliates, contractors or other Persons (any such Person providing any Service hereunder, a “Representative”) to perform all or any part of a Service hereunder. The Provider will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms, including any obligations it performs through its Representatives, and the Provider will be solely responsible for payments due any such Representatives. (g) The Provider will provide each Service until the initial termination date for such Service specified in the applicable Schedule (the “Initial Service Term”). During the Initial Service Term of any Service, the parties, by written mutual agreement, may agree to extend the Initial Service Term of such Service (an “Extension Service Term”) or shorten the Initial Service Term of such service (a “Shortened Service Term”). If the parties agree to any Extension Service Term or Shortened Service Term, as applicable, the parties will amend Schedule A or Schedule B, as applicable, to reflect the Extension Service Term or Shortened Service Term, as applicable, setting forth the identities of the Provider and the Recipient, a description of such Service, the duration of the Extension Service Term or Shortened Service Term, as applicable, the cost, if any, for such Service during the Extension Service Term or Shortened Service Term, as applicable, and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the applicable Schedule must be executed by a duly authorized representative of each party. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, neither party will have any obligation to agree to any Extension Service Term or Shortened Service Term, as applicable.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR Provider shall provide to ERA any or all of Recipient the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, fees, limitations and conditions set forth herein and on Schedule A. For Starwood hereby represents and warrants as of the avoidance date hereof that Provider has not changed the level of doubtservices provided by Provider in respect of the Vistana Business since October 27, SEACOR 2015 in a manner that reduced the level or quality of Services provided to Recipient under this Agreement. (b) During the ninety (90) days after the Effective Date, in the event that Buyer identifies in writing to Starwood any services not referenced on Schedule A that were provided by Provider in respect of the Vistana Business during the Reference Period and that are reasonably necessary to operate the Vistana Business in the manner conducted as of the Effective Date (“Omitted Services”), the Parties will promptly negotiate in good faith the terms governing any such Omitted Service with respect to (i) the nature and description of such Omitted Service, which shall be consistent with the descriptions of the Services set forth on Schedule A (to the extent applicable to such Omitted Service), (ii) the duration such Omitted Service will be provided, which shall not be longer than the term of this Agreement and (iii) the fees for such Omitted Service, which shall be set in the same manner as for the other Services. In the event the Parties agree to such terms, the Parties will enter into an amendment to this Agreement amending Schedule A to reflect such Omitted Service, and such Omitted Service shall be deemed to be part of this Agreement and shall be deemed one of the “Services” hereunder from and after the date of such amendment. Starwood shall have no obligation to provide consider any requests for services other than those set forth in not listed on Schedule A, and SEACOR shall have no obligation to provide additional services. A at any time after ninety (b90) Unless otherwise agreed by days after the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedEffective Date. (c) It is understood Provider and Recipient shall use commercially reasonable efforts to obtain in a cost effective manner any necessary waivers, permits, consents or similar approvals with respect to agreements with third parties in order for Provider to provide the Services directly or indirectly (other than the Omitted Services) (any such waiver, permit, consent or similar approval, a “Consent”). If after using commercially reasonable efforts, Provider and Recipient are unable to obtain any Consent, the Parties shall work together to agree upon, identify and implement an alternative arrangement in a cost effective manner. Any license fees, royalties or other fees, costs or expenses to third parties that SEACOR may be necessary for Provider to obtain Consents in a cost effective manner or for Provider to perform, or for Recipient to receive, the Services will be borne equally by the Recipient and Provider, and any out-of-pocket costs and expenses reasonably incurred by Provider in connection with the implementation of any such alternative arrangements in a cost effective manner shall be borne by Recipient, provided, that Provider and Recipient shall be equally responsible for the amount by which the cost of such alternative arrangement exceeds the amount that Recipient would have paid pursuant to Schedule A, as of the Effective Date, for the applicable Service. As long as Provider otherwise complies with this Section 2.1(c), failure to obtain any Consent, and any resulting failure to provide Services hereunder, shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAdeemed a breach hereof. (d) SEACOR may, in Recipient shall be responsible for planning and preparing the transition of the provision of each of the Services to its sole discretion, engage a third own internal organization or other third-party service provider or consultant providers, and shall prepare, within thirty (i30) days after the Effective Date (“Migration Planning Period”), a plan in order to provide transition off of each Service by the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion end of the resources or personnel utilized by SEACOR to provide the Services hereunderterm for such Service (“Migration Plan”); provided, however, that in Recipient will not be deemed to have violated its obligations with respect to preparation of the event that SEACOR procures such services from a third partyMigration Plan if Recipient (i) fails to complete the Migration Plan within the Migration Planning Period, SEACOR may(ii) has been working, and thereafter continues to work, in its sole discretion, opt good faith and without undue delay to permit ERA to be a service recipient under expeditiously prepare the applicable SEACOR services or outsourcing agreement on terms Migration Plan and conditions to be determined by SEACOR in its sole discretion. For (iii) completes the avoidance of doubt, SEACOR shall have Migration Plan no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).later than sixty (60) days after the

Provision of Services. (a) Subject On the terms and subject to Section 2.1(d)the conditions contained herein, SEACOR New IAC shall provide to ERA any provide, or all shall cause the other members of the Services New IAC Group (such members of the New IAC Group, together with New IAC, collectively referred to as the “IAC Providers”) to provide, to New Match (or another member of the New Match Group designated by New Match) the services listed and described on Schedule A (the “IAC Services”). On the terms and subject to the conditions contained herein, New Match shall provide, or shall cause the other members of the New Match Group (such other members of the New Match Group, together with New Match, collectively referred to as the “Match Providers” and, together with the IAC Providers, the “Providers”) to provide, to New IAC (or another member of the New IAC Group designated by New IAC) the services listed on Schedule B (the “Match Services” and, together with the IAC Services as may from time to time be agreed between the parties in writing and any Omitted Services added to Schedule A. A or Schedule B pursuant to paragraph (b) below, the “Services”). (b) In the event that New Match or New IAC desires to have the applicable Provider provide services that are not set out on Schedule A or Schedule B (as applicable) (other than because it was specifically agreed that such services would not be provided under this Agreement) but were provided by such Provider to the Match Business or the IAC Business (as applicable) during the Reference Period (“Omitted Services”), and such Recipient requests, within ninety (90) days following the Closing Date, that such Provider provide such Omitted Services, the Parties shall negotiate in good faith to attempt to reach mutually agreed terms for the provision of such Omitted Service. If agreement is reached, the Parties shall promptly enter into an amendment to this Agreement amending Schedule A or Schedule B (as applicable) to reflect such Omitted Service and such Omitted Service shall be deemed to be part of this Agreement and the Services from and after the date of such amendment. (c) Each Service shall be provided to a Recipient in exchange for the fee set forth for such Service on Schedule A or Schedule B (as applicable) with respect to such Service (a “Fee”), which Fee shall be equal to the parties may otherwise agree in writingProvider’s calculation, in every casebased upon commercially reasonable metrics, all of the Services shall be provided actual cost, without ▇▇▇▇-up, of providing the Service to the Match Business or the IAC Business (as applicable). Except to the extent included in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those Fees or as otherwise set forth in Schedule AA or Schedule B (as applicable), Recipient shall reimburse Provider for any reasonable incremental and SEACOR shall have no obligation to provide additional services. documented out-of-pocket expenses incurred by Provider’s personnel in connection with performing the Services. Except as set forth in Schedule A or Schedule B (bas applicable), for any Service where the Fee for the Services is expressed as a specified dollar amount per month, if such Services are provided for only a portion of the month, including as a result of circumstances described in Section 3.1(a) Unless otherwise agreed by the partiesor Article V, the Fees for such Services shall be performed by SEACOR for ERA in a manner that is substantially prorated to reflect the same as the manner and level number of support in which days such Services were generally performed by SEACOR for ERA actually provided during such month on the twelve basis of a thirty (12) months prior to 30)-day month. Notwithstanding the date foregoing, neither New Match nor any of this Agreement, and ERA its Subsidiaries shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds compensate or to otherwise pay reimburse any IAC Provider for any goods services rendered hereunder in connection with any matters (including return preparation, audit and participation in administrative or services purchased or required by ERA from third parties or judicial proceedings) related to Taxes for any other payment obligation of ERAwhich New IAC is responsible under the Tax Matters Agreement. (d) SEACOR may, Each Recipient and Provider providing Services to it hereunder will use good-faith efforts to reasonably cooperate with each other in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement all matters relating to the extent provision and receipt of Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each such services (A) replace Party to perform its obligations with respect to the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderother Party; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to under no circumstances shall any Provider be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation required to make any arrangements whatsoever payments (other than de minimis costs and expenses) to replace Services any third party in respect of any such consents, licenses or approvals. If, with respect to a Service, the Parties, despite their efforts, are unable to obtain such required consents, licenses or approvals, Provider will use commercially reasonable efforts to perform the Service in a manner that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)does not require such consent, license or approval.

Provision of Services. (a) On the terms and subject to the conditions contained herein, IAC agrees with Match, that it shall provide, or shall cause its Subsidiaries and Affiliates (other than Match and its Subsidiaries) and its or their respective employees designated by IAC (such designated Subsidiaries, Affiliates and employees, together with IAC, being herein collectively referred to as the “IAC Service Providers”) to provide, to Match (or a member of the Match Group designated by Match) the services (“IAC Services”) listed on the Schedule of Services attached hereto (the “Services Schedule”) as being performed by IAC. Subject to Section 2.1(d)3.01, SEACOR any decisions as to which of the IAC Service Providers (including the decisions to use third parties) shall provide the IAC Services shall be made by IAC in its sole discretion, except to ERA any or all of the extent specified in the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Schedule. Each IAC Service shall be provided in exchange for the fee consideration set forth for with respect to such IAC Service on the Services Schedule A or as the parties IAC and Match may otherwise agree in writing, in every case, all of the Services . Each IAC Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesServices Schedule. (b) Unless otherwise agreed On the terms and subject to the conditions contained herein, Match agrees with IAC that it shall provide, or shall cause its Subsidiaries and Affiliates (other than IAC and its non-Match Group Subsidiaries) and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with Match, being herein collectively referred to as the parties“Match Service Providers” and together with the IAC Service Providers, the “Service Providers”) to provide, to IAC (or a member of the IAC Group designated by IAC), as applicable, the services (“Match Services”) listed on the Services Schedule as being performed by Match. Subject to Section 3.01, any decisions as to which of the Match Service Providers (including the decisions to use third parties) shall provide the Match Services shall be performed made by SEACOR for ERA Match in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior its sole discretion, except to the date of this Agreementextent specified in the Services Schedule. Each Match Service shall be provided in exchange for the consideration set forth with respect to such Service on the Services Schedule or as Match and IAC may otherwise agree in writing. Each Match Service shall be provided and accepted in accordance with the terms, limitations and ERA shall use such conditions set forth herein and on the Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedSchedule. (c) It As used in this Services Agreement, the term “Receiving Party” shall mean the Party receiving (or the Party whose Subsidiary is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (dreceiving) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the applicable Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Service Provider.

Provision of Services. (a) Subject On the terms and subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For in this Agreement, from the avoidance date of doubtthis Agreement until the expiration of the applicable Term (as defined below) or as otherwise agreed to by the Parties, SEACOR the Service Provider shall have no obligation provide, or cause to provide be provided pursuant to Section 1.2, to the Service Recipient the services other than those set forth in Schedule AA hereto (each, a “Service”) in accordance with Section 2.1. A description of each Service and SEACOR shall have no obligation the Term of such Service is set forth in Schedule A. The Service Provider agrees to provide additional servicesadhere to any conditions or policies applicable to its delivery of the Services as set forth in this Agreement or in Schedule A hereto, or as mutually agreed to by the Parties in writing. (b) Unless otherwise agreed by During the partiesTerm (as defined below), the Service Provider shall consider any reasonable requests of the Service Recipient for the provision of additional transition services, including the expansion of the scope of any existing Services, that are reasonably necessary for the operation of the Company to provide the continued administration of the Sellers’ bankruptcy estates and the Company’s remaining assets (the “Additional Services”). If the Parties, acting reasonably and in good faith, mutually agree that such Additional Services shall be performed provided, the Parties hereto shall mutually agree, acting reasonably and in good faith, on the terms upon which the Service Provider would provide such Additional Services; provided that, the Service Charge (as defined below) of such Additional Services shall be based on Costs incurred by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which applicable Seller with respect to such Additional Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of Closing Date or as may be mutually agreed by both parties. In the event that any such Additional Services are mutually agreed among the Parties, the Parties will enter into an amendment to this Agreement, and ERA shall use Agreement amending Schedule A to reflect such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedAdditional Services. (c) It The Service Provider shall provide, and the Service Recipient shall receive, each Service to be provided by the Service Provider for such period as is understood specified for such Service in Schedule A (each such period, a “Term”). The Term for each Service may be extended or shortened by written mutual agreement of the Parties; provided that SEACOR shall not be required to use its own funds or to otherwise pay the Service Recipient for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR each Service may, in its sole discretion, engage a third party service provider or consultant terminate such Service at any time prior to the expiration of the applicable Term by providing thirty (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (9030) days’ written notice to ERA, SEACOR shall have no obligation the Service Provider with respect to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Service.

Provision of Services. (a) Subject Oil States agrees to Section 2.1(d)provide, SEACOR shall provide or to ERA any cause its Affiliates to provide, the services (the “Oil States Services”) set forth on Exhibit A attached hereto (as such exhibit may be amended or all supplemented pursuant to the terms of this Agreement, the Services listed and described on Schedule A and such other Services as may from time “Oil States Service Exhibit”) to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided Civeo for the fee set forth for such Service respective periods and on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations other terms and conditions set forth herein in this Agreement and in the Oil States Service Exhibit. Civeo agrees to provide, or to cause its Affiliates to provide, the services (the “Civeo Services” and together with the Oil States Services, the “Services”) set forth on Exhibit B attached hereto (as such exhibit may be amended or supplemented pursuant to the terms of this Agreement, the “Civeo Service Exhibit” and together with the Oil States Service Exhibits, the “Service Exhibits”) to Oil States for the respective periods and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those terms and conditions set forth in Schedule A, this Agreement and SEACOR shall have no obligation to provide additional servicesin the respective Civeo Service Exhibits. (b) Unless otherwise agreed by The Parties hereto acknowledge the partiestransitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Parties agree to use commercially reasonable efforts to make a transition of Service to their own internal organization or to obtain alternate third-party sources to provide the Services. (c) Subject to Section 2.03 and Section 2.04 and the obligations of the Parties under this Agreement to provide Services shall be performed by SEACOR for ERA terminate with respect to each Service on the end date specified in a manner the applicable Service Exhibit (the “End Date”). Notwithstanding the foregoing, the Parties acknowledge and agree that is substantially the same as Party requesting provision of the manner and level of support in which Services (the “Service Recipient”) may determine from time to time that it does not require all the Services set out on the applicable Service Exhibit or that it does not require such Services were generally performed for the entire period up to the applicable End Date. Accordingly, the Service Recipient may terminate any Service, in whole or in part, upon notification to the Party providing the Services (the “Service Provider”) in writing of any such determination. Upon termination of a Service, there shall be no liability on the part of either Party with respect to that Service, other than that such termination shall not (i) relieve either Party of any liabilities resulting from any pre-termination breach hereof by SEACOR for ERA during such Party in the twelve performance of such terminated Service, (12ii) months relieve either Party of any payment obligation with respect to such Service arising prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services termination or (iiiii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under affect any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA rights arising as a result of the terms and conditions of this Section 2.1(d)any such breach or termination.

Provision of Services. (a) Subject Provider agrees to Section 2.1(dprovide, or cause its Third Party Providers to provide, the services (the “Services”) (i) set forth on Exhibit A attached hereto (as such exhibit may be amended or supplemented pursuant to the terms of this Agreement, the “Services Exhibit”); and (ii) the Provider deliverable items (the “Deliverables”) set forth on Exhibit B attached hereto the (“Deliverables Exhibit”), SEACOR shall provide to ERA any or all of the Recipient for the periods and on the other terms and conditions set forth in this Agreement and in the Services listed Exhibit and described on Schedule A and such other the Deliverables Exhibit. The Services as Exhibit and/or the Deliverables Exhibit may be revised from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all upon mutual written agreement of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesParties. (b) Unless otherwise agreed Notwithstanding the contents of the Services Exhibit, Provider agrees to respond in good faith to any reasonable written (including electronic) request by the parties, Recipient for access to any additional services that are necessary for the operation of the ProBiora3 Business which are not currently contemplated in the Services shall Exhibit, at a price to be performed by SEACOR for ERA mutually agreed upon in a manner writing after good faith negotiations between the Parties. In the event that the Recipient requests an additional service that is substantially necessary for the same as Recipient to continue to conduct the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and ProBiora3 Business in substantially the same manner as ERA had used such Services during the twelve (12) months conducted prior to the Closing, Provider shall use commercially reasonable efforts to provide such service to the Recipient; provided that Provider has sufficient personnel to provide such additional service, such additional service is of a type that Provider used in connection with its conduct of the ProBiora3 Business prior to the Effective Date, and the provision of such service does not affect the conduct and operations of Provider’s other businesses. Any such additional services so provided by Provider shall constitute Services under this Agreement and shall be subject in all respects to the provisions of this Agreement as if fully set forth in the Services Exhibit as of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required The Parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own funds internal organization or to otherwise pay for obtain alternate third-party sources to provide the Services, but in any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAevent, this Agreement shall terminate on the End Date (as defined below). (d) SEACOR maySubject to Section 2.3 (Extension of Services), in its sole discretionSection 2.4 (Terminated Services), engage a third party service provider or consultant and Section 3.4 (i) Force Majeure), the obligations of Provider under this Agreement to provide the Services shall terminate on the earlier of (i) the date that is ninety (90) days following the Effective Date, or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to termination of this Agreement by Recipient upon five (5) days prior written notice (the “End Date”). All data, test results, calculations, reports, and other documents gathered, prepared or created from or for the Recipient as a Service by Provider hereunder (the “Work Product”) shall be owned exclusively by the Recipient, and Provider shall retain no copyright or other intellectual property interest in such Work Product, except as may be required to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide perform the Services hereunder; provided. At the Recipient’s request, however, that any such Work Product in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt possession of Provider shall be delivered to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Recipient.

Provision of Services. (a) Subject 3.1 Each Schedule attached to Section 2.1(d), SEACOR shall provide to ERA any or all and made a part of this Agreement describe the Services listed and described on Schedule A and such other to be provided by XL Services to the Company, as may amended from time to time be agreed between by written agreement of the parties Parties. The Parties have made a good faith effort as of the date hereof to identify the Services and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in writing and added the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional services that they wish to Schedule A. Each Service shall be provided for incorporate into this Agreement. The Parties will create additional Schedules setting forth the fee set forth description of such services, the Fees for such Service on Schedule A services and any other applicable terms. 3.3 Subject to the terms of this Agreement, XL Services undertakes to and shall provide the Services to the Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or as body. 3.4 Without prejudice to clause 3.3, to the parties may otherwise agree in writing, in every case, all extent that XL Services is unable to perform any part of the Services in accordance with this Agreement, it shall advise the Company as soon as reasonably practicable. In addition, XL Services shall, to the extent possible, advise the Company of a timetable for it to be able to resume full performance of the Services in accordance with this Agreement and the steps it is taking in that regard. XL Services shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that XL Services and the Staff shall be entitled to provide similar services as the Services to any other legal entity, provided that in doing so the operation of the Company is not unreasonably prejudiced and the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than XL Services and the Staff, to perform services similar or identical to the Services, provided that in doing so the ability of XL Services to perform any part of the Services in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesAgreement is not materially adversely affected. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).

Provision of Services. The Parties have agreed upon the work order attached hereto and incorporated herein as Schedule 2.1 (the “Work Order”), which, as of the Effective Date, includes an estimated number of FTEs required to provide the Services, the agreed-upon FTE Costs payable for each Service (each, a “Service Fee” and collectively, the “Services Fees”), and the budget for payment of each Service Fee on a Calendar Quarter basis and the anticipated Out-of-Pocket Costs (the “Budget”) and, within ninety (90) days following the Effective Date will be revised by mutual agreement of the Parties to also describe the deliverables to be provided and the tasks and activities to be performed by Seller pursuant to this Agreement (each, a “Service” and collectively, the “Services”) and the Service Period for each Service. Any changes to the Services or the Work Order, including any modification to the Services Fees, the Budget or any Service Period, shall be made only with the written approval of both Parties and shall be detailed in a written amendment to the Work Order, which shall be deemed incorporated herein upon execution by both Parties’ Transition Managers (“Change Order”); provided, that Seller shall not unreasonably withhold consent to any Change Order, and any Services so provided under any Change Order shall be on fee terms that are consistent with the fee terms set forth in this Agreement. All Change Orders, including any increases in the Services Fees and any changes in the Budget (including increases or decreases due to acceleration of activities) must be approved by the Company in a writing signed by the Company’s Transition Manager prior to Seller commencing or accelerating any work arising from such change or charging any costs that exceed the Services Fees or Budget; provided, however, that (a) Subject to Section 2.1(d)the Company shall not unreasonably withhold, SEACOR shall provide to ERA condition or delay approval of any Change Order that results from circumstances not within the reasonable control of Seller or all its Affiliates (including any delay or extension of the Services listed Ongoing Trials or any requirement by a Governmental Entity or Applicable Law) and described on Schedule A and (b) if the Company so unreasonably withholds, conditions or delays, or otherwise refuses to grant, consent to such other Services as may from time Change Order, Seller shall have no obligation to time provide, or cause to be agreed between provided, any work or Service that is the parties in writing and added to Schedule A. Each Service subject of such Change Order. Only the Transition Managers shall be provided for authorized to execute any Change Order. To the fee extent that any terms set forth for such Service on Schedule A in the Work Order or as any Change Order conflict with the parties may otherwise agree in writingterms of this Agreement, in every case, all the terms of this Agreement shall control unless the Work Order or Change Order specifically references a provision of this Agreement and indicates that the terms of the Services Work Order or Change Order shall control over such provision. Any deliverables to be provided hereunder shall be provided in accordance with the termsacceptance criteria included in the Work Order or any Change Order or, limitations and conditions set forth herein and on Schedule A. For if there are no acceptance criteria for a deliverable included in the avoidance of doubtWork Order or any Change Order, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services such deliverable shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior subject to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedCompany’s reasonable approval. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).

Provision of Services. (a) On the terms and subject to the conditions contained herein, IAC shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by IAC (such designated Subsidiaries, Affiliates and employees, together with IAC, being herein collectively referred to as the “IAC Service Providers”) to provide, to Expedia the services (“IAC Services”) listed on the attached Schedules (the “Schedules”) as being performed by the IAC. Subject to Section 2.1(d)3.01, SEACOR any decisions as to which of the IAC Service Providers (including the decisions to use third parties) shall provide the IAC Services shall be made by IAC in its sole discretion, except to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between extent specified in the parties in writing and added to Schedule A. applicable Schedule. Each IAC Service shall be provided in exchange for the fee consideration set forth for with respect to such IAC Service on the applicable Schedule A or as the parties Parties may otherwise agree in writing, in every case, all of the Services . Each IAC Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesapplicable Schedule. (b) Unless otherwise agreed On the terms and subject to the conditions contained herein, Expedia shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with Expedia, being herein collectively referred to as the parties“Expedia Service Providers” and together with the IAC Service Providers, the “Service Providers”) to provide, to IAC the services (“Expedia Services” and together with the IAC Services, the “Services”) listed on the attached Schedules as being performed by Expedia. Subject to Section 3.01, any decisions as to which of the Expedia Service Providers (including the decisions to use third parties) shall provide the Expedia Services shall be performed made by SEACOR Expedia in its sole discretion, except to the extent specified in the applicable Schedule. Each Expedia Service shall be provided in exchange for ERA in a manner that is substantially the same consideration set forth with respect to such Service on the applicable Schedule or as the manner Parties may otherwise agree in writing. Each Expedia Service shall be provided and level of support accepted in which such Services were generally performed by SEACOR for ERA during accordance with the twelve (12) months prior to terms, limitations and conditions set forth herein and on the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedapplicable Schedule. (c) It is understood that SEACOR As used in this Services Agreement, the term “Receiving Party” shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAmean the Party receiving Services. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).

Provision of Services. (a) Subject Commencing on the Distribution, Provider agrees to Section 2.1(d)provide the services (the “Services”) set forth in the schedules attached hereto (such schedules may be amended or supplemented pursuant to the terms of this Agreement, SEACOR shall provide collectively the “Service Schedules”) to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided Recipient, for the fee set forth for such Service respective periods and on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations other terms and conditions set forth herein in this Agreement and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesService Schedules. (b) Unless otherwise Notwithstanding the contents of the Service Schedules, Provider agrees to respond in good faith to any reasonable request by Recipient for access to any additional services that are necessary for the operation of the Firearm Business and/or the Outdoor Products and Accessories Business, as applicable, following the Distribution that are not currently contemplated in the Service Schedules, at a price to be agreed by upon after good faith negotiations between the parties, the . Any such additional services so provided by Provider shall constitute Services shall under this Agreement and be performed by SEACOR for ERA subject in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior all respects to the date provisions of this Agreement, and ERA shall use such Services for substantially Agreement as if fully set forth on the same purposes and in substantially the same manner Service Schedules as ERA had used such Services during the twelve (12) months prior to of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own funds internal organization or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAobtain alternate third-party sources to provide the Services. (d) SEACOR mayIn providing the Services, in its sole discretion, engage a third party service provider or consultant Provider shall not be obligated to (i) purchase, lease, or license any additional equipment or software unless any additional costs to Provider are reimbursed by Recipient, (ii) create or supply any documentation or information not currently existing or available through minimal efforts of Provider, (iii) pay any costs related to the transfer or conversion of data to Recipient or any alternate supplier of the Services, or (iv) enter into additional contracts with third parties or change the scope of current agreements with third parties unless any additional costs to Provider are reimbursed by Recipient. (e) Subject to Section 3.3, Section 3.4, and Section 4.5, the obligations of Provider under this Agreement to provide Services shall terminate with respect to each Service upon the Services earlier of (i) August 24, 2022, or (ii) the termination of the applicable service period specified in the Service Schedule (each, an “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that Recipient may determine from time to provide services time that it does not require all the Services set forth on the Service Schedules or that it does not require such Services for the entire period up to SEACORthe applicable End Date. In the event SEACOR procures such services for SEACOR’s own benefitAccordingly, Recipient may terminate any Service, in whole or in part, upon ninety thirty (9030) days’ advance written notice to ERA, SEACOR Provider. In no event shall have no obligation Provider be obligated to provide Services to Recipient after the Services End Date unless Provider otherwise agrees in writing to such an extension pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)3.3.

Provision of Services. (a) Subject During the Term, Seller shall provide, or shall cause other Seller Entities to Section 2.1(d)provide, SEACOR shall provide to ERA any or all of the Services listed and described JV Entities the services set forth on Schedule A and such other Services as may from time to time be agreed between I (the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the “Services”). (b) The Services shall be provided in accordance with the terms, limitations Applicable Law and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and quality, at a level of support service (including with respect to timeliness) and with a degree of care, skill and attention that are, in which such Services were generally performed each case, reasonably consistent with that provided by SEACOR for ERA during the twelve (12) months prior applicable Seller Entities to the JV Entities immediately preceding the date of this the Purchase Agreement, and ERA the JV Entities shall use such the Services for substantially the same purposes and in substantially the same manner as ERA had the JV Entities used such the Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedof the Purchase Agreement. The Seller Entities shall be required to provide the Services only in connection with the conduct of the Business and the integration of the Business into the businesses, systems and operations of the Company’s affiliates (the “JV Integration”). The Seller Entities shall be required to provide the Services only to the JV Entities or, at the request of a JV Entity, to an independent third party contractor or consultant to a JV Entity in connection with the conduct of the Business or the JV Integration. No JV Entity may resell any of the Services to any person whatsoever or permit the use of the Services by any person other than the JV Entities in connection with the conduct of the Business or the JV Integration, except a JV Entity may make the Services available to an independent third party contractor or consultant to such JV Entity in connection with the conduct of the Business or the JV Integration. (c) It The Company acknowledges that each Seller Entity may be providing similar services as, or services that involve the same resources as those used to provide, the Services, to its internal organizations and affiliates. Seller may modify the Services in connection with changes to its internal organization in the ordinary course of business so long as such modification is understood that SEACOR shall not generally applicable to all affiliates of Seller for whom Seller provides services comparable to the Services. (d) The Company further acknowledges that, in connection with providing the Services, no Seller Entity will be required to use its own funds or to otherwise pay for any goods third party provided service or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR maythe JV Entities, in its sole discretion, engage a third party service provider their respective affiliates or consultant (i) to provide the Services or (ii) to provide services to SEACORBusiness. In the event SEACOR procures such services for SEACOR’s own benefitaddition, upon ninety (90) days’ notice no Seller Entity shall be obligated to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement pay any amounts to the extent JV Entities, the Business or any of their respective employees in respect of payroll, benefits or similar obligations, unless such services (A) replace the Services or (B) result Seller Entity has received such amounts in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures advance from such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)JV Entity.

Provision of Services. (a) 4.1.1 Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this MSA, and commencing as of the Services Commencement Date, Service Provider shall provide such Service(s), as defined in the applicable SOW and at the Fees set forth in Schedule C (Prices). Any Services functions, operations, processes, or responsibilities not specifically described in this MSA and/or the applicable SOW(s) that are, by their very nature, reasonably required for the proper performance and provision of the Services shall be deemed to be implied by and included within the scope of the Services (and the applicable SOW) to the same extent and in the same manner as if specifically described in this MSA and/or the applicable SOW. Nothing in this Section 2.1(d4.1.1 shall be interpreted to expand the scope of Services to be provided under this MSA or any applicable SOW. 4.1.2 ALU and Service Provider will collaborate in the pursuit of new business opportunities as described in Schedule D (Net New Business). ***** When either Party identifies a candidate for Net New Business, that Party’s Executive Sponsor will contact the other Party’s Executive Sponsor and discuss whether and how to proceed. The terms and conditions governing any decision to pursue Net New Business will be mutually agreed upon and memorialized in a written agreement (“Net New Business Agreement”). ALU and Service Provider agree to collaborate on developing competitively priced proposals for all Net New Business opportunities. The eligibility for such at-cost services pricing does not expire and can be applied by ALU against any Net New Business Agreement. ***** 4.1.3 Except as otherwise expressly provided in this MSA, Service Provider shall be responsible for providing the functions, processes, procedures, personnel and other resources necessary to provide the Services. ALU shall be responsible for providing facilities, systems and other assets for Service Provider’s use in conjunction with this MSA, as set forth on Schedules K (Licensed, Loaned and Shared Assets) and N (Real Estate License), which Schedule K may be amended, from time to time, as necessary, by the Operations Committee to enable Service Provider to perform the Services. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS 4.1.4 From time to time, ALU will issue Purchase Orders for the Services to Service Provider. Such Purchase Orders will include (i) ALU’s full name and address, (ii) the quantity and description of the Services that ALU desires to engage Service Provider to perform, (iii) the price in accordance with Schedule C (Prices) of this MSA, (iv) the “▇▇▇▇-to” address, (v) the location where the Services are to be performed, (vi) the requested performance dates, (viii) a contact name and telephone number, and (ix) reference to the contract number of this MSA. Service Provider will have two (2) days from the date a Purchase Order is issued to reject it, provided that Service Provider may only reject a Purchase Order for a material nonconformity with the requirements of this Section. If Service Provider fails to reject a Purchase Order in writing within such two (2) day period, the Purchase Order will be deemed to have been accepted by Service Provider. 4.1.5 ALU shall issue Network Numbers, from time to time, in accordance with the terms of the applicable SOW.

Provision of Services. (a) Subject to Section 2.1(d)The Provider, SEACOR as specified on Exhibit A, shall provide to ERA any or all Purchaser each of the Services services listed on Exhibit A (the “Transition Services”), in each case, for the period of time specified opposite such Transition Service on Exhibit A, each terminable as provided herein. In addition to the foregoing, the Provider agrees to respond in good faith to any reasonable request by Purchaser for access to any additional services that are or were being provided to the Business as of immediately prior to the Closing by the Sellers and/or their Subsidiaries and described on Schedule A which are not currently contemplated by Exhibit A. Any such additional services mutually agreed upon by the Parties shall constitute Transition Services, under this Agreement and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for subject in all respects to the fee provisions of this Agreement as if fully set forth for such Service on Schedule A or Exhibit A, as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesdate hereof. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment The obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) the Provider to provide a Transition Service shall terminate upon the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion expiration of the resources or personnel utilized by SEACOR to provide the Services hereunderperiod set forth opposite such Transition Service on Exhibit A; provided, however, that if Purchaser reasonably requests, and the Provider agrees (such agreement not to be unreasonably withheld, conditioned or delayed), that the Provider continue to provide any Transition Service(s) after the expiration of the period set forth opposite such Transition Service on Exhibit A, as applicable, such Transition Service so provided by the Provider shall continue to constitute a Transition Service under this Agreement and shall be subject to the provisions of this Agreement for the duration of the agreed upon extension period (except as otherwise agreed by the Parties in writing in connection with the event grant of any such extension). (c) The Sellers agree to continue to assign sufficient resources and qualified personnel as are reasonably required to provide the Transition Services in a manner that SEACOR procures enables Purchaser to operate the Business in a manner substantially consistent with the operation thereof by the Sellers and their Subsidiaries prior to the Closing. Without limiting the generality of the foregoing, the Sellers will use commercially reasonable efforts to designate the personnel providing Transition Services prior to the date hereof, but in any event, the personnel providing Transition Services pursuant to this Agreement shall have at least comparable skill and experience to the personnel providing such services from Transition Service prior to the date hereof. The Provider may not subcontract to a third party, SEACOR may, in its sole discretion, opt to permit ERA to be or otherwise make arrangements for a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result Purchaser any of the terms and conditions Transition Services without the prior written consent of Purchaser. The quantity of Transition Services to be provided under this Agreement shall be as requested by the Purchaser from time to time. Notwithstanding anything to the contrary in this Section 2.1(d1(c), the Provider may modify from time to time the manner of performing Transition Service(s) to the extent such Provider is making changes to allow for adherence to the then-existing policies, practices and methodologies that such Provider uses to provide similar services and functions, so long as such changes do not adversely affect the agreed upon level or quality of service for the applicable Transition Service and provided that the Provider notifies Purchaser of such change in writing at least 60 days prior such change. (d) In addition to the services listed in Exhibit A, and as part of the Transition Services, the Sellers shall continue to maintain the Warehouse Agreements and shall continue to engage the services of the Warehouse Counterparties provided thereunder for the benefit of the Business, and shall manage such contractual relationship – to the extent it relates to the Business, all on behalf of Purchaser (the “Storage Services”). The Sellers shall provide the Purchaser with the Storage Services until such time as the Purchaser has entered into its own contract with the Warehouse Counterparties or has removed the inventory and raw materials from the applicable Warehouse Locations, but in no event for a period longer than six (6) months as of the Closing. Sellers shall at all times comply with the terms of the Warehouse Agreements and shall not do anything which would cause Sellers’ rights thereunder to terminate or give rise to a default or a breach thereunder. The form of consent for the Warehouse Counterparties with respect to the foregoing relationship is attached hereto as Exhibit I. (e) In addition to the services listed on Exhibit A, and as part of the Transition Services, the Sellers hereby grant Purchaser an irrevocable, royalty free sub-license to the permits, licenses, approvals, authorizations and consents detailed in Exhibit J (the “Permits”) in order to conduct and operate the Business (the “Sub-license”). The Sub-license shall expire at such time that Purchaser has obtained the Permits in its own name but in no event for a period longer than six (6) months as of the Closing.

Provision of Services. (a) Subject Purchaser shall make available, or cause its Affiliates to Section 2.1(d)make available, SEACOR shall provide to ERA the Sellers the Named Employees and Sellers may directly engage the Named Employees during any or all of the Services listed and described leave period to perform those services set forth on Schedule A and such other Services as may from (the “Transition Services”), during the time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee period(s) set forth for such Service on Schedule A (the “Transition Services Period”); provided that the Named Employees are then employed by Purchaser or its Affiliates (and not otherwise incapacitated). In order to conclude the Transition Services Period as promptly as practicable,(i) the parties may otherwise agree in writingSellers hereby agree, in every casesubject to the provisions of Section 4 below, all to provide the Named Employees access to the books and records of the Sellers in a timely fashion and a license to use any systems of the Sellers during the Transition Services Period at no cost to Named Employees to the extent necessary for Named Employees to provide the Transition Services, and (ii) Purchaser hereby agrees to provide the Named Employees access to the books and records of the Business and any necessary systems of the Purchaser or the Business during the Transition Services Period at no cost to Sellers to the extent necessary for the Named Employees to perform the Transition Services as directed by Sellers. No equipment or facility of either Party used by Named Employees in performing the Transition Services for or subject to use by the other Party shall be provided in accordance with the termsdeemed to be transferred, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubtassigned, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesconveyed or leased by such performance or use. (b) Unless otherwise agreed Purchaser may in its sole discretion, but only as pre-approved in writing by Sellers, agree to incur certain third party costs or expenses on behalf of the partiesSellers in connection with the Transition Services. In such event, the Services Purchaser shall, or shall be performed by SEACOR for ERA cause its Affiliates to, invoice Rafaella monthly in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior arrears, subject to the date Section 3 of this Agreement, for any third party costs or expenses incurred in connection with the provision of the Transition Services provided by the Named Employees and ERA such invoices shall use such Services for substantially be due and payable by Sellers in accordance with the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedprovisions of Section 3. (c) It is understood that SEACOR During the Transition Services Period, Sellers shall not be required to use its own funds or to otherwise pay for any goods or engage the services purchased or required by ERA from of the Named Employees and may engage third parties or professional advisors for any other payment obligation the completion of ERAthe Transition Services. (d) SEACOR mayThe Parties hereby understand and agree that, notwithstanding anything to the contrary in this Agreement or the Purchase Agreement (including without limitation Section 5.7 of the Purchase Agreement), in the event that any Named Employee ceases to be employed by Purchaser or its sole discretionAffiliates, engage a third party service provider the Sellers shall have the right to directly or consultant indirectly solicit or contact or offer to employ or contract with such Named Employee. (ie) Sellers acknowledge and understand that Purchaser’s obligation hereunder is limited to making available to Sellers the Named Employees in accordance with the terms hereof, and that Purchaser and its Affiliates do not undertake to provide any Transition Services to Sellers or any third parties. Any Transition Services performed by the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services Named Employees pursuant to this Agreement shall be as engaged with, and as directed by, Sellers and/or their respective Affiliates. (f) Sellers agree to use commercially reasonable best efforts to conclude the extent such Transition Services as promptly as practicable. Sellers further agree to notify Purchaser, in advance where practicable under the circumstances, of the dates and times when any of the Named Employees shall be needed. Purchaser reserves the right to reasonably reject any request for services (A) replace the Services or (B) result to be provided by any Named Employee in the displacement, replacement, or termination event such request is in conflict with the legitimate business needs of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderPurchaser; provided, however, that the foregoing shall not in any way prohibit Sellers from subsequently requesting that the event that SEACOR procures such services from a third partyNamed Employees provide Transition Services hereunder, SEACOR may, in its sole discretion, opt subject to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result all of the terms and conditions hereof. (g) Sellers acknowledge and agree that Purchaser does not undertake to supervise, manage or otherwise direct the provision of this Section 2.1(d)any Transition Services by any Named Employee. The obligation to supervise, manage and direct the Transition Services remains at all times with Sellers and/or their respective Affiliates. The Named Employees shall be subject to the direction and control of the Sellers while providing such Transition Services to Sellers and/or their respective Affiliates. The Named Employees shall be independent contractors of Sellers in connection with their providing any Transition Services to Sellers. (h) Purchaser promises to allow the Named Employees to use Purchaser’s workspace, materials, and equipment necessary for the performance of the Transition Services.

Provision of Services. (a) Subject to Section 2.1(d)Commencing on the Distribution Date and continuing throughout the Term, SEACOR ADP shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between Dealer Group the parties in writing and added to Schedule A. Each Service shall be provided for the fee services set forth for such Service on Schedule A or as the parties may otherwise agree in writingSupplements attached hereto (collectively, in every case, all of the Services shall be provided in accordance with “Services”) upon the terms, limitations terms and conditions set forth herein and on Schedule A. For in the avoidance applicable Supplement. Unless specifically set forth elsewhere herein to the contrary, this Agreement does not apply to the services to be provided by ADP Group to Dealer Group pursuant to any Ancillary Agreements. If, after the execution of doubtthis Agreement, SEACOR the Parties reasonably determine that a service (i) that was provided by the ADP Group to the Dealer Group prior to the Distribution Date and (ii) such service is reasonably necessary to the conduct the Services after the Distribution Date, was unintentionally omitted from the Supplements, then ADP shall have no obligation provide such additional service (with such service becoming a Service for purposes of this Agreement), it being agreed by the Parties that the charges for such additional Services shall be their actual cost to provide services other than those ADP if provided by a third party or at the hourly rate set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesthe applicable Supplement. (b) Unless otherwise agreed by Disaster recovery services as specified in the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedapplicable Supplement. (c) It For avoidance of doubt, the Parties acknowledge and agree that this Agreement is understood that SEACOR non-exclusive. Dealer shall not be required prohibited by this Agreement from obtaining services during the Term that are identical or substantially similar to use its own funds (or to otherwise pay for any goods or services purchased or required by ERA in lieu of) the Services from sources other than ADP. For avoidance of doubt, (i) Dealer may only utilize ADP-approved third parties or for to provide any other payment obligation such services at any of ERAthe Data Centers and any such services must be coordinated with and approved in advance by ADP, and (ii) there will be no reduction in the Fees in the event that Dealer utilizes a third party to provide any of the Services. (d) SEACOR mayADP shall, and shall cause any Third Party performing Services to, perform the Services: (i) at least at the same level of accuracy, quality, completeness, timeliness, responsiveness and professionalism as was provided prior to the Distribution (except to the extent otherwise provided in a Supplement). ADP will provide anti-virus protection for the Services to the extent specified in the applicable Supplement. ADP shall promptly and prospectively correct any errors or omissions in any of the Services of which it becomes aware. (e) All Third Party Service Providers of ADP with access to Dealer Confidential Information must agree to be bound by a non-disclosure agreement with ADP that includes protection for Dealer Confidential Information consistent with the obligations under this Agreement. ADP will be liable for actions/omissions of Third Party Services Providers to the same degree as it would have been under the Agreement if ADP itself had so acted or failed to act. Any Third Party Service Provider engaged by ADP in support of the Services after the Effective Date shall be subject to the same level of due diligence and background inquiries that ADP applies to the selection of Third Party Service Providers engaged by ADP for provisions of services similar to the Services to ADP itself. ADP shall, subject to resource availability, provide Dealer Group with reasonable assistance, at no additional charge or expense (other than any amounts in addition to the Fees required to be paid to Third Party Service Providers by ADP in connection with such assistance, which amounts shall be the sole responsibility of Dealer), in its sole discretion, engage the Transition of the Services described in Supplement 2 hereto to a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACORupon Dealer’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)request.

Provision of Services. (a) Subject 2.1 In consideration of and subject to Section 2.1(d)the payment by the Customer of the Price, SEACOR FACE- Ed shall provide use reasonable endeavours to ERA any or all commence the supply of the Services with the Customer within 1 working day of the Start Date and during the Term. The Customer shall pay the Price in accordance with the terms and the time periods set out in the Summary of the Agreement (and specifically in the Quote/Order Form and clause 4.2 below). 2.2 FACE-Ed hereby grants the Customer a non-exclusive, non-transferable, licence for the Term of this Agreement to access the Services solely to the extent necessary for the Customer to use them to manage recruitment campaigns and track applicants through to offer stage, on the terms of this Agreement. Notwithstanding the licence granted, FACE-Ed reserves the right to restrict or prevent access to any functions that allow access to critical server or system resources outside of those necessary to operate the Services. The licence does not include the right to directly modify the Services, functions thereof or any of FACE-Ed’s directories or databases. This Agreement is for a single licence for each School listed on the Quote/Order Form and described or in the Agreement. Accordingly, it is a breach of copyright and of this Agreement for the Customer to disclose or make available to any person or organisation (other than Employees) any hosting services internet addresses or passwords or otherwise to share access to the Services with any other person or organisation. If such rights are required the Customer must apply to FACE-Ed in advance and FACE-Ed may in its sole discretion, grant an extension of the licence to such third parties on Schedule A terms to be agreed. FACE-Ed reserves the right to carry out investigations at the Customer’s premises to monitor compliance with the provisions of this clause 2.2. The Customer hereby authorises FACE- Ed or its representatives to access its premises and records for such a purpose during the Term of the Agreement. 2.3 The Services will be provided through a centrally hosted system from data centre(s) within the UK, and operated on servers chosen by FACE-Ed. The Services will be operated on the server systems operated by or on behalf of FACE-Ed. The Customer will be given access to the Services via a public domain (Internet) as set out below. FACE-Ed will use reasonable endeavours to ensure that the Services are operating in accordance with the specification of the Service as defined in the Summary of your Agreement. FACE-Ed shall also provide the Customer with: (i) an administrative logon ID to access and use the Services; (ii) any other reasonable information required by the Customer to connect to and use the Services as purchased. 2.4 FACE-Ed may at its discretion modify or change the Services upon prior reasonable notice to the Customer, but the Services provided will aim to fufill the same objectives. 2.5 The parties may from time to time agree that further software applications or services offered by FACE-Ed or one of the FEPS Group of Companies, should be supplied to the Customer. In these cases, a new Quote/Order Form shall be agreed between and an Agreement completed by the parties in writing and added this will form an additional contract subject to Schedule A. Each Service shall be provided for its own Terms and Conditions. 2.6 If the fee set forth Customer cancels or reschedules delivery of any Services that involves attendance by representatives of FACE-Ed at the Customer’s premises without giving 7 days prior written notice, FACE-Ed reserves the right to charge for such Service Services in full as listed on Schedule A or as the parties may otherwise agree in writing, in every case, all of Quote/Order Form. 2.7 We will supply the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to and we will comply with all applicable laws and regulations (including the extent such services (A) replace the Services or (B) result in the displacementUK Bribery Act, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the Data Protection Act 2018 and applicable SEACOR services or outsourcing agreement on terms health and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(dsafety laws).

Provision of Services. (a) Subject Commencing on the Distribution, Provider agrees to Section 2.1(d)provide the services (the “Services”) set forth in the schedules attached hereto (such schedules may be amended or supplemented pursuant to the terms of this Agreement, SEACOR shall provide collectively the “Service Schedules”) to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided Recipient, for the fee set forth for such Service respective periods and on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations other terms and conditions set forth herein in this Agreement and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesService Schedules. (b) Unless otherwise Notwithstanding the contents of the Service Schedules, Provider agrees to respond in good faith to any reasonable request by Recipient for access to any additional services that are necessary for the operation of the Firearm Business and/or the Outdoor Products and Accessories Business, as applicable, following the Distribution that are not currently contemplated in the Service Schedules, at a price to be agreed by upon after good faith negotiations between the parties, the . Any such additional services so provided by Provider shall constitute Services shall under this Agreement and be performed by SEACOR for ERA subject in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior all respects to the date provisions of this Agreement, and ERA shall use such Services for substantially Agreement as if fully set forth on the same purposes and in substantially the same manner Service Schedules as ERA had used such Services during the twelve (12) months prior to of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own funds internal organization or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAobtain alternate third-party sources to provide the Services. (d) SEACOR mayIn providing the Services, in its sole discretion, engage a third party service provider or consultant Provider shall not be obligated to (i) purchase, lease, or license any additional equipment or software unless any additional costs to Provider are reimbursed by Recipient, (ii) create or supply any documentation or information not currently existing or available through minimal efforts of Provider, (iii) pay any costs related to the transfer or conversion of data to Recipient or any alternate supplier of the Services, or (iv) enter into additional contracts with third parties or change the scope of current agreements with third parties unless any additional costs to Provider are reimbursed by Recipient. (e) Subject to Section 3.3, Section 3.4, and Section 4.5, the obligations of Provider under this Agreement to provide Services shall terminate with respect to each Service upon the Services earlier of (i) [●], 2022, or (ii) the termination of the applicable service period specified in the Service Schedule (each, an “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that Recipient may determine from time to provide services time that it does not require all the Services set forth on the Service Schedules or that it does not require such Services for the entire period up to SEACORthe applicable End Date. In the event SEACOR procures such services for SEACOR’s own benefitAccordingly, Recipient may terminate any Service, in whole or in part, upon ninety thirty (9030) days’ advance written notice to ERA, SEACOR Provider. In no event shall have no obligation Provider be obligated to provide Services to Recipient after the Services End Date unless Provider otherwise agrees in writing to such an extension pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)3.3.

Provision of Services. (a) Subject 3.1 Each Schedule attached to Section 2.1(d)and made a part of this Agreement describes the services to be provided by Service Provider to the Company, SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may amended from time to time be agreed between by written agreement of the parties Parties (the “Services”). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in writing and added the Schedules attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Schedules shall govern. 3.2 The Parties may also identify additional Services that they wish to Schedule A. Each Service shall be provided for incorporate into this Agreement. The Parties will create additional Schedules setting forth the fee set forth description of such Services, the Fees for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the and any other applicable terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior 3.3 Subject to the date terms of this Agreement, Service Provider undertakes to and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services to Company to the best of its ability at all times and to a standard that would reasonably be expected of it by a professional, independent person or (ii) body. 3.4 Without prejudice to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefitclause 3.3, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace that Service Provider is unable to perform any part of the Services or (B) result in accordance with this Agreement, it shall advise Company as soon as reasonably practicable. In addition, Service Provider shall, to the displacementextent possible, replacement, or termination advise Company of a material portion timetable for it to be able to resume full performance of the resources or personnel utilized by SEACOR Services in accordance with this Agreement and the steps it is taking in that regard. Service Provider shall notify the Company to the extent there is likely to be any deviation from the timetable proposed. 3.5 The Parties acknowledge and agree that Service Provider and the Staff shall be entitled to provide similar services as the Services hereunder; providedto any other legal entity, however, provided that in doing so the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result operation of the terms Company is not unreasonably prejudiced and conditions the provision of the Services to the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or legal entity, other than Service Provider and the Staff, to perform services similar or identical to the Services; provided that in doing so the ability of Service Provider to perform any part of the Services in accordance with this Section 2.1(d)Agreement is not materially adversely affected.

Provision of Services. (a) On the terms and subject to the conditions contained herein, Expedia shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by Expedia (such designated Subsidiaries, Affiliates and employees, together with Expedia, being herein collectively referred to as the “Expedia Service Providers”) to provide, to TripAdvisor, the services (“Expedia Services”) listed on the Schedule of Services agreed upon and exchanged between the Parties on the date hereof (the “Services Schedule”) as being performed by Expedia. Subject to Section 2.1(d)3.01, SEACOR any decisions as to which of the Expedia Service Providers (including the decisions to use third parties) shall provide the Expedia Services shall be made by Expedia in its sole discretion, except to ERA any or all of the extent specified in the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Schedule. Each Expedia Service shall be provided in exchange for the fee consideration set forth for with respect to such Expedia Service on the Services Schedule A or as the parties Parties may otherwise agree in writing, in every case, all of the Services . Each Expedia Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesServices Schedule. (b) Unless otherwise agreed On the terms and subject to the conditions contained herein, TripAdvisor shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with TripAdvisor, being herein collectively referred to as the parties“TripAdvisor Service Providers” and together with the Expedia Service Providers, the “Service Providers”) to provide, to Expedia the services (“TripAdvisor Services” and together with the Expedia Services, the “Services”) listed on the Services Schedule as being performed by TripAdvisor. Subject to Section 3.01, any decisions as to which of the TripAdvisor Service Providers (including the decisions to use third parties) shall provide the TripAdvisor Services shall be performed made by SEACOR TripAdvisor in its sole discretion, except to the extent specified on the Services Schedule. Each TripAdvisor Service shall be provided in exchange for ERA in a manner that is substantially the same consideration set forth with respect to such Service on the Services Schedule or as the manner Parties may otherwise agree in writing. Each TripAdvisor Service shall be provided and level of support accepted in which such Services were generally performed by SEACOR for ERA during accordance with the twelve (12) months prior to terms, limitations and conditions set forth herein and on the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedSchedule. (c) It is understood that SEACOR As used in this Services Agreement, the term “Receiving Party” shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAmean the Party receiving Services. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).

Provision of Services. (a) Subject Seller agrees to Section 2.1(d)provide, SEACOR shall provide or to ERA any cause its Affiliates to provide, the services set forth on Exhibit A, as such exhibit may be amended or all supplemented pursuant to the terms of this Agreement (each, a “Transition Service,” and collectively the “Transition Services”) to Buyer and/or its Affiliates for the respective periods and on the other terms and conditions set forth in this Agreement and in Exhibit A, but excluding the excluded services (“Excluded Services”) listed on Exhibit B. For the Transition Services, Seller, in its capacity as the provider of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service Transition Services, shall be provided for the fee set forth for such Service on Schedule A or “Provider” and Buyer, in its capacity as the parties may otherwise agree in writing, in every case, all recipient of the Transition Services, shall be the “Recipient.” The Parties hereto agree that the Transition Services shall be provided to the Recipient or the Company in accordance with respect of the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule ABusiness only, and SEACOR shall have no obligation to provide additional servicesnot in respect of any other entity or any other business of the Recipient or the Company. (b) Unless otherwise agreed by The Parties each have used commercially reasonable efforts to identify and describe the partiesTransition Services set forth on Exhibit A. However, the Parties acknowledge and agree that there may be Transition Services shall be performed that are not identified in Exhibit A and that were provided by SEACOR for ERA in a manner that is substantially the same as the manner and level Seller or any of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior its Affiliates to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and Business in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed(each, an “Omitted Service”). At any time during the term of this Agreement, the Recipient may provide written notice to the Provider requesting such Omitted Services and setting forth a description of the requested Omitted Service(s). The Provider will commence providing such Omitted Service reasonably promptly following receipt of such notice on terms reasonably agreed by the Parties. The Fees for any Omitted Service shall be in accordance with Section 3.02. Any Omitted Services shall in all respects be subject to the terms of this Agreement and shall be deemed a Transition Service, and be subject in all respects to the provisions of this Agreement as if fully set forth on Exhibit A as of the date hereof, and the terms of such Omitted Service shall be added as a Transition Service by the Parties hereto. (c) It is understood In the event that SEACOR the Recipient requests that the Provider provide additional services that are not Omitted Services, including services related to migration, Provider shall not consider all such requests in good faith and will respond to the Recipient within thirty (30) days after receipt of a request for such services from the Recipient. The Parties agree to negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of such additional services on reasonable terms and fees. Any such additional service that Provider has agreed to provide (each such service, an “Additional Service”) shall in all respects be required subject to use its own funds or the terms of this Agreement and shall be considered a Transition Service subject to otherwise pay for any goods or services purchased or required all terms and conditions, and additional service fees, that are agreed to by ERA from third parties or for any other payment obligation of ERAthe Parties. (d) SEACOR maySubject to Section 3.03, in its sole discretionSection 3.04 and Section 4.04, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In obligations of the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to Provider under this Agreement to provide Transition Services shall terminate with respect to each Transition Service on the extent end date specified in Exhibit A (such services (A) replace termination, the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; “End Date” and such period under which such Transition Service is provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d“Transition Period”).

Provision of Services. (a) Subject In accordance with the terms and provisions of this Agreement, NFC shall provide, and shall cause its Affiliates to Section 2.1(d)provide, SEACOR shall provide to ERA any or all of the Services listed and described to the Company Group upon the terms set out in Schedule A, until the expiration date set forth on Schedule A and for each such other Services as may from time to time be agreed between Service (the parties in writing and added to Schedule A. Each Service shall be provided "Expiration Date") for the monthly fee as set forth for such Service on Schedule A, as Schedule A or as may be amended from time to time in accordance with the parties may otherwise agree procedures set forth in writing, in every case, all of the Section 3.2 hereof. (b) Services shall be provided in accordance the manner and at a level of quality and performance consistent with past practice during the terms12-month period preceding the date hereof, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR NFC shall have be under no obligation to perform the Services at any higher level of quality and performance. In providing the Services hereunder, NFC may use such personnel of NFC or its Affiliates as NFC deems necessary or appropriate, or may employ the services of third parties to the extent such third party services are routinely utilized to provide such services to NFC or are reasonably necessary to the efficient performance of any such Services, provided that such third party services shall be of substantially similar quality to Services provided during the 12-month period preceding the date hereof. NFC shall use its commercially reasonable best efforts to obtain all third party consents, waivers and approvals required to provide any Service pursuant to this Agreement (other than those set forth in Schedule Arespect of the use of the HYPERION software with respect to which the provisions of clause (c) of this Section 1.1 shall govern). To the extent that the Buyer requires any additional licenses to receive any Service in relation to software, and SEACOR shall have no obligation hardware or other equipment (including, without limitation, telecommunications equipment) used to provide such Service the Buyer shall cooperate and give reasonable assistance to NFC in obtaining such additional services. licenses or in the alternative to obtain extensions to appropriate third party licenses held by NFC or its Affiliates. The cost of obtaining any such consents, approvals or licenses shall (bunless such licenses are required as a result of an increase in the number of users) Unless otherwise agreed be borne in the following manner: NFC shall bear the first (pound)50,000 in aggregate of costs; thereafter, all costs shall be borne equally by NFC and the parties, Buyer. The Buyer acknowledges and agrees that to the extent the number of users using the Services shall be performed by SEACOR for ERA in a manner that is substantially higher than the same as the manner and level number of support in which users using such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date Closing Date, the Buyer alone shall bear the costs of this Agreementlicense fees in respect of such additional users. To the extent that such additional licenses, consents or permissions are not so obtained, the Buyer and ERA NFC shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior cooperate to determine an alternative to the date hereof unless otherwise mutually agreedServices and shall bear the costs of such alternative services equally. (c) It is understood In respect of the use by the Company Group of the HYPERION software used by NFC (the "HYPERION Software"), the Buyer and NFC agree that SEACOR neither party shall not be required make contact with or enter into discussions or negotiations with the owners of the HYPERION Software without consulting with the other party. NFC agrees that it shall or shall procure that its Affiliates give all reasonable assistance to the Buyer and its Affiliates for the purpose of obtaining any consent, waiver or approval for the use its own funds of the HYPERION Software and/or to secure the provision of the Service(s) utilizing the HYPERION Software, including without limitation making appropriate representatives of the Buyer or the Company Group available to otherwise pay for any goods or services purchased or required meet with the owners of the HYPERION Software and to attend demonstrations by ERA from third parties or for any other payment obligation of ERAsaid owners. (d) SEACOR mayFor purposes of this Agreement, in its sole discretion"Affiliate" shall mean, engage a third party service provider with respect to any person, (I) any person that directly or consultant (i) to provide the Services indirectly controls, is controlled by or under common control with, such person, or (ii) to provide services to SEACOR. In the event SEACOR procures any director, officer, partner, member or employee of such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)person.

Provision of Services. (a) Sellers agree to provide, or to cause their Affiliates to provide, the services set forth on the exhibits attached hereto which form part of this Agreement (as such exhibits may be amended or supplemented pursuant to the terms of this Agreement, collectively, the “Service Exhibits”) and the services provided pursuant to Section 1.01(b) (the “Services”) to Recipient for the respective periods and on the terms and conditions set forth in this Agreement and in the respective Service Exhibits. (b) In addition to the Services set out in the Service Exhibits: (i) Sellers agree to provide Recipient any additional services reasonably requested by Recipient that are necessary for the operation of the Business and which are not currently contemplated in the Service Exhibits which were provided immediately prior to the Closing Date, subject to agreement by the parties upon the price of such services, and (ii) Sellers agree to consider in good faith any reasonable request by Recipient for any further additional services that are useful for the operation of the Business and which are not currently contemplated in the Service Exhibits or covered by clause (i) above, subject to agreement upon price and scope of services. Any such additional services so mutually agreed to be provided by Sellers and Recipient shall be memorialized in an additional Service Exhibit and shall thereafter constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement except as otherwise set out in the applicable Service Exhibit. (c) The parties hereto acknowledge the transitional nature of the Services. Accordingly, Recipient agrees to use commercially reasonable efforts to make a transition of each Service to its own internal organization or to obtain alternate third-party sources to provide the Services as promptly as practicable following the execution of this Agreement. (d) Subject to Section 2.1(d2.03, Section 2.04 and Section 3.05, the obligations of Sellers under this Agreement to provide Services shall terminate with respect to each Service on the end date specified in the applicable Service Exhibit (the “End Date”). (e) Notwithstanding the foregoing, SEACOR shall provide the parties hereto acknowledge and agree that Recipient may determine from time to ERA any or time that it does not require all of the Services listed set out on one or more of the Service Exhibits or that it does not require such Services for the entire period up to the applicable End Date. Accordingly, Recipient may terminate any Service, in whole and described on Schedule A and such other Services as may from time not in part, upon notification to time be agreed between the parties Sellers in writing and added of any such determination subject to Schedule A. Each Service shall be provided for the fee notice period set forth for such termination in the applicable Service on Schedule A or as the parties may otherwise agree in writingExhibit and reimbursement of any additional termination-related costs and expenses, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For including termination fees; for the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result expenses listed in the displacementService Exhibits hereto (except for Service Exhibit 1) are estimates and the final expenses will be based on actual amounts incurred and evidenced by documentation, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR including invoices. Sellers will use commercially reasonable efforts to provide the Services hereunder; provided, however, that in the event that SEACOR procures mitigate against such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms additional termination-related costs and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)expenses.

Provision of Services. (a) Subject Seller agrees to Section 2.1(d)provide, SEACOR shall provide or to ERA cause its Affiliates to provide, the services set forth on the exhibits attached hereto (as such exhibits may be amended or supplemented pursuant to the terms of this TSA, collectively, the “Service Exhibits”) and any or all of Additional Services (collectively, the Services listed “Services”) to Company and described on Schedule A and such other Services as may from time to time be agreed between its Subsidiaries (collectively, the parties in writing and added to Schedule A. Each “Service shall be provided Recipients”) for the fee set forth for such Service respective periods and on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations other terms and conditions set forth herein in this TSA and on Schedule A. For in the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesrespective Service Exhibits. (b) Unless otherwise agreed by The parties hereto acknowledge the partiestransitional nature of the Services. Accordingly, Company agrees to use commercially reasonable efforts to transition each Service to its own internal organization or to obtain alternate third-party sources to provide the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months at or prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedapplicable End Date. (c) It is understood that SEACOR shall not be required Subject to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation Section 2.03, Section 2.04 and Section 3.05, the obligations of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) Seller under this TSA to provide Services shall terminate with respect to each Service on the end date specified in the applicable Service Exhibit (the “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that the Company may determine from time to time that it or another Service Recipient does not require all of the Services set out on one or more of the Service Exhibits (iiincluding a portion of any particular Service described by a numbered item on such Service Exhibits) or that it does not require such Service(s) for the entire period up to provide services to SEACORthe applicable End Date. In the event SEACOR procures Accordingly, Company may terminate any Service (including a portion of any particular Service described by a numbered item on such services for SEACOR’s own benefitService Exhibits), upon ninety thirty (9030) days’ notice advance notification to ERASeller in writing of any such determination; provided, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result that in the displacement, replacement, or event of termination of a material Service (including a portion of any particular Service described by a numbered item on such Service Exhibits) before the resources applicable End Date, Company shall compensate Seller for any incremental out-of-pocket costs Seller actually incurs as a direct result of terminating a Service before the applicable End Date, including any non-refundable prepayments made by Seller relating to such Service, but excluding all costs related to Seller’s or personnel utilized by SEACOR its Affiliates’ employees (including, but not limited to, wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, any severance plan or bonus plan 1 Note to provide Draft: To be entered into on the Services hereunderClosing Date. and any change in control, stay, retention or transaction bonuses, arrangements or agreements and the withholding and payment of applicable Taxes with respect to the foregoing); provided, however, that the Company may not terminate any Service (in whole or in part) that is reasonably required for the event provision of any other Service currently being provided to a Service Recipient without also terminating such other Service. If the Company terminates only a portion of a particular Service, then associated price of such Service shall be reduced on a reasonable basis as determined in good faith by Seller and the Company. Any election to terminate any Services shall not relieve Seller of its continuing duty to provide those Services that SEACOR procures such services from have not been terminated. (d) This TSA and the performance of the Services under this TSA shall not constitute a third partysale, SEACOR mayassignment, or transfer of the ownership of any assets or intellectual property rights of Seller. Company does not receive, by implication or otherwise, any rights of ownership or license to any property or intellectual property rights owned, or developed in its sole discretionwhole or in part, opt by Seller. Company shall not remove or alter any copyright, trademark, confidentiality, or other proprietary notices that appear on any intellectual property to permit ERA to be a service recipient under which Company gains access during the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For course of receiving the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreementServices, and SEACOR Company shall have no obligation not attempt to decompile, translate, reverse engineer, or make copies of any arrangements whatsoever intellectual property of Seller to replace Services that SEACOR has no obligation to provide to ERA as a result which Company receives access during the course of receiving the terms and conditions of this Section 2.1(d)Services.

Provision of Services. (a) Subject to and on the terms and conditions herein set forth, from and after the date contemplated by Section 2.1(d2(b) and for the duration of the Transition Period (defined below), SEACOR SpaceCom shall (i) provide to ERA any or all of Purchaser the Services listed and services described on Schedule A prior to the Closing and the services described on Schedules B and C following the Closing (each a “Service” and, collectively, the “Services”), and (ii) make reasonably available to Purchaser sufficient personnel who are employed or contracted by SpaceCom in order to provide such other Services as may from time during the respective Service Periods (“Personnel”) subject to time be agreed between Section 4 and the parties in writing and added to Schedule A. Each Service shall be provided for the fee parameters set forth for such Service in Schedules A, B and C. (b) SpaceCom shall commence providing the pre-Closing Services described on Schedule A following at least five Business Days’ prior written notice from Purchaser, which shall not be given until the later of (i) the expiration of any applicable waiting period under the HSR Act relating to the transactions contemplated by the Asset Purchase Agreement and (ii) the date that the Sale Order shall have been entered by the Bankruptcy Court. Such notice shall provide, without prejudice to any of Purchaser’s rights under the Asset Purchase Agreement, that it is not aware of any fact or as circumstance that would prevent Closing from taking place; provided, however, that Purchaser shall not be estopped from asserting at any time in the parties may otherwise agree future that a condition to Closing has not been satisfied based on facts or circumstances existing on the date of such certification. SpaceCom shall, to the extent required by this Agreement, continue to provide the pre-Closing Services until the date on which the Closing occurs. Nothing contained in writingthis Agreement shall be construed to require any performance inconsistent with any requirements of law, in every caseincluding, all without limitation, the FCC’s rules and the Communications Act and applicable export control laws. (c) SpaceCom shall provide each of the post-Closing Services shall described on Schedules B and C during an initial ***** term following the Closing, which Purchaser may extend for ***** by written notice given at least three months in advance of each such additional term (each, a “Service Period”). (d) The term during which any Service is required to be provided in accordance with the terms, limitations foregoing is hereafter referred to as the “Transition Period.” The Transition Period and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR this Agreement shall have no terminate when SpaceCom’s obligation to provide services other than those set forth in Schedule A, and SEACOR Services pursuant to the terms of this Agreement shall have no obligation to provide additional servicesterminated. (be) Unless otherwise agreed by the parties, SpaceCom shall perform the Services shall be performed by SEACOR for ERA Purchaser in a professional and workmanlike manner that is substantially with the same as the manner degree of care, skill and level prudence customarily exercised by it for its own operations and in its provision of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior similar services to the date of this Agreementitself and its subsidiaries, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR maycompliance with applicable law, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in no event shall SpaceCom perform the event that SEACOR procures such services from Services for Purchaser with less than a third partyreasonable degree of care, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreementskill, and SEACOR shall have no obligation prudence or in a manner not consistent with good industry practice. (f) Following the Closing, Purchaser will make available to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result SpaceCom such of the terms Purchased Assets as SpaceCom shall reasonably request and conditions that are necessary for the performance of this Section 2.1(d)the Services.

Provision of Services. (a) Subject On the terms and subject to Section 2.1(d)the conditions contained herein, SEACOR New IAC shall provide to ERA any provide, or all shall cause the other members of the Services New IAC Group (such members of the New IAC Group, together with New IAC, collectively referred to as the “IAC Providers”) to provide, to New Match (or another member of the New Match Group designated by New Match) the services listed and described on Schedule A (the “IAC Services”). On the terms and subject to the conditions contained herein, New Match shall provide, or shall cause the other members of the New Match Group (such other members of the New Match Group, together with New Match, collectively referred to as the “Match Providers” and, together with the IAC Providers, the “Providers”) to provide, to New IAC (or another member of the New IAC Group designated by New IAC) the services listed on Schedule B (the “Match Services” and, together with the IAC Services as may from time to time be agreed between the parties in writing and any Omitted Services added to Schedule A. A or Schedule B pursuant to paragraph (b) below, the “Services”). (b) In the event that New Match or New IAC desires to have the applicable Provider provide services that are not set out on Schedule A or Schedule B (as applicable) (other than because it was specifically agreed that such services would not be provided under this Agreement) but were provided by such Provider to the Match Business or the IAC Business (as applicable) during the Reference Period (“Omitted Services”), and such Recipient requests, within ninety (90) days following the Closing Date, that such Provider provide such Omitted Services, the Parties shall negotiate in good faith to attempt to reach mutually agreed terms for the provision of such Omitted Service. If agreement is reached, the Parties shall promptly enter into an amendment to this Agreement amending Schedule A or Schedule B (as applicable) to reflect such Omitted Service and such Omitted Service shall be deemed to be part of this Agreement and the Services from and after the date of such amendment. (c) Each Service shall be provided to a Recipient in exchange for the fee set forth for such Service on Schedule A or Schedule B (as applicable) with respect to such Service (a “Fee”), which Fee shall be equal to the parties may otherwise agree in writingProvider’s calculation, in every casebased upon commercially reasonable metrics, all of the Services shall be provided actual cost, without m▇▇▇-up, of providing the Service to the Match Business or the IAC Business (as applicable). Except to the extent included in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those Fees or as otherwise set forth in Schedule AA or Schedule B (as applicable), Recipient shall reimburse Provider for any reasonable incremental and SEACOR shall have no obligation to provide additional services. documented out-of-pocket expenses incurred by Provider’s personnel in connection with performing the Services. Except as set forth in Schedule A or Schedule B (bas applicable), for any Service where the Fee for the Services is expressed as a specified dollar amount per month, if such Services are provided for only a portion of the month, including as a result of circumstances described in Section 3.1(a) Unless otherwise agreed by the partiesor Article V, the Fees for such Services shall be performed by SEACOR for ERA in a manner that is substantially prorated to reflect the same as the manner and level number of support in which days such Services were generally performed by SEACOR for ERA actually provided during such month on the twelve basis of a thirty (12) months prior to 30)-day month. Notwithstanding the date foregoing, neither New Match nor any of this Agreement, and ERA its Subsidiaries shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds compensate or to otherwise pay reimburse any IAC Provider for any goods services rendered hereunder in connection with any matters (including return preparation, audit and participation in administrative or services purchased or required by ERA from third parties or judicial proceedings) related to Taxes for any other payment obligation of ERAwhich New IAC is responsible under the Tax Matters Agreement. (d) SEACOR may, Each Recipient and Provider providing Services to it hereunder will use good-faith efforts to reasonably cooperate with each other in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement all matters relating to the extent provision and receipt of Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each such services (A) replace Party to perform its obligations with respect to the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderother Party; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to under no circumstances shall any Provider be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation required to make any arrangements whatsoever payments (other than de minimis costs and expenses) to replace Services any third party in respect of any such consents, licenses or approvals. If, with respect to a Service, the Parties, despite their efforts, are unable to obtain such required consents, licenses or approvals, Provider will use commercially reasonable efforts to perform the Service in a manner that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)does not require such consent, license or approval.

Provision of Services. (a) Subject On the terms and subject to Section 2.1(dthe conditions of this Agreement, from and after the date hereof, and for the applicable periods specified under Schedule A attached hereto under the heading “Service Period” or under an applicable Statement of Work (as defined below), SEACOR if any (each such period, a “Miragene Service Period”), Miragene shall use commercially reasonable efforts to provide (or cause to ERA any or all of be provided) to IMA the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee services set forth for such Service on Schedule A or in any Statement of Work entered into in accordance with Section 2.1(c) (as such Schedule or Statement of Work may be amended from time to time), which services are referred to individually as a “Miragene Service” and collectively the parties may otherwise agree in writing, in every case, all of “Miragene Services.” Except for the Miragene Services shall expressly contemplated to be provided in accordance with the termsprovisions of this Agreement or as agreed to between the Parties pursuant to a Statement of Work, limitations and conditions set forth herein and on Schedule A. For the avoidance neither Miragene, nor any of doubtits Affiliates, SEACOR shall have no any obligation under this Agreement or otherwise to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services IMA or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretionAffiliates. For the avoidance of doubt, SEACOR none of the Miragene Services shall require Miragene to provide any legal, financial, accounting or tax advice in connection with any such Miragene Service or otherwise. No person providing Miragene Services to IMA under this Agreement or any Statement of Work shall have no obligation the authority to permit ERA negotiate or bind IMA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of contracts. (b) On the terms and subject to the conditions of this Agreement, from and after the date hereof, and for the applicable periods specified under Schedule B attached hereto under the heading “Service Period” or under an applicable Statement of Work (as defined below), if any (each such period, a “IMA Service Period”), IMA shall use commercially reasonable efforts to provide (or cause to be provided) to Miragene (or one of its Affiliates) the services set forth on Schedule B or in any Statement of Work entered into in accordance with Section 2.1(d2.1(c) (as such Schedule or Statement of Work may be amended from time to time), which services are referred to individually as a “IMA Service” and collectively the “IMA Services,” together with the Miragene Services, the “Services.” Except for the IMA Services expressly contemplated to be provided in accordance with the terms of this Agreement or arranged to between the Parties pursuant to a Statement of Work, neither IMA, nor any of its Affiliates, shall have any obligation under this Agreement or otherwise to provide any services to Miragene or its Affiliates. No person providing IMA Services to Miragene under this Agreement or any Statement of Work shall have the authority to negotiate or bind Miragene to any contracts. (c) ▇▇▇▇▇▇▇▇ and IMA may further agree to additional Miragene Services or IMA Services (collectively, the “Services”) pursuant to this Agreement by entering into one or more statements of work in the form attached hereto as Schedule C (each, a “Statement of Work”) from time to time during the Term (and no Statement of Work will become effective until it has been executed by both of the Service Coordinators (as defined below)), each of which will include the following: (i) a reference to this Agreement, which reference will be deemed to incorporate all applicable provisions of this Agreement; (ii) the date as of which the applicable Statement of Work will be effective and, if applicable, the term or period of time during which Miragene or IMA, as applicable, will provide or cause to be provided the applicable Services and resources to the other Party (or its Affiliate) pursuant to that Statement of Work; (iii) a description of the Services to be provided by one Party to the other Party (or its Affiliate) pursuant to that Statement of Work, including the location at which the applicable Services are to be provided, and all deliverables to be provided as part of the applicable services pursuant to that Statement of Work, as well as the associated fees; and (iv) any additional provisions applicable to the Services provided under that Statement of Work that are not otherwise set forth in this Agreement or that are exceptions to the provisions set forth in this Agreement. (d) ▇▇▇▇▇▇▇▇ and IMA shall each nominate a representative to act as the primary contact person with respect to the provision of the Services (the “Service Coordinators”). Each Party hereto may change its Service Coordinator from time to time at its discretion by providing prior written notice to the other Party (including contact information for such Service Coordinator). Unless otherwise agreed to in writing by the Parties hereto, all communications relating to the day-to-day provision of the Services shall be directed to the Service Coordinators.

Provision of Services. (a) Subject Beginning on the Effective Date, each Party agrees to Section 2.1(d)provide (or cause its subsidiaries to provide, SEACOR shall provide to ERA any or all of as applicable) the Services listed and described services set forth on Schedule A 1 (“Services”) to the other Party upon the terms and such other Services as may from time to time be agreed conditions of this Agreement. In the event of any inconsistency between the parties in writing terms of Schedule 1 and added any other part of this Agreement (including, for example, with respect to the payment for or termination of any Service) the terms of Schedule A. Each Service 1 shall be provided for control. To the fee set forth for such Service on Schedule A or extent a Party (collectively with its subsidiaries) is providing Services hereunder it is referred to as the parties may otherwise agree in writing, in every case, all of “Service Provider” and to the extent a Party (collectively with its subsidiaries) is receiving Services shall be provided in accordance with hereunder it is referred to as the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services“Service Recipient.” (b) Unless otherwise In connection with the Services, and pursuant to the Purchase Agreement, Seller shall retain the individuals employed or engaged (as applicable) by Seller in the operation of the Business as of the Closing Date (collectively, the “Seller Employees”) from the Effective Date until December 31, 2022 or such other time as mutually agreed by the partiesparties in accordance with this Agreement (the “Employee Transition Period”). During the Employee Transition Period, Seller shall maintain all of the Services shall be performed by SEACOR for ERA Seller Employees’ Benefit Plans and insurance policies that are in a manner that is substantially effect as of the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedClosing. (c) It is understood Notwithstanding the contents of Schedule 1, each Party agrees to respond in good faith to any reasonable request by the other Party for access to any additional services that SEACOR shall are necessary for the operation of its business or are otherwise requested in connection with transactions contemplated by the Purchase Agreement and which are not be required to use its own funds or to otherwise pay for any goods or services purchased or required currently contemplated by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR maySchedule 1, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide such services to SEACOR. In be provided for such fees and costs and on such terms as may be mutually agreed by the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderParties; provided, however, that in no event will a Service Provider be obligated to provide any Services to the event extent not performed in the ordinary course by such Service Provider in the operation of its business prior to the closing of the transactions contemplated in the Purchase Agreement. Any such additional services so provided shall constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on Schedule 1 as of the date hereof. (d) The Parties acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement (or within the time set forth on Schedule 1, as applicable), each Party agrees to use commercially reasonable efforts to make a transition of the Services to its own internal organization. (e) A Party’s obligations to provide Services hereunder shall terminate with respect to each Service at such time as set forth on Schedule 1 or otherwise upon termination of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that SEACOR procures such services a Service Recipient may determine from time to time that it does not require all of the Services set forth on Schedule 1 for the entire term of this Agreement. Accordingly, a third party, SEACOR mayService Recipient may terminate any Service, in its sole discretionwhole and not in part, opt upon fifteen (15) days’ advance notification to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR Service Provider in its sole discretion. For the avoidance writing of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)determination.

Provision of Services. (a) Subject On the terms and subject to the conditions contained herein, MCI shall provide, or shall cause its Affiliates or, subject to Section 2.1(d2.08(ii), SEACOR shall provide third parties designated by it (such designated Affiliates and third parties, together with MCI, being herein collectively referred to ERA any or all of as the "Service Providers") to provide, to Recipient, and/or its Affiliates, the services ("Services") as described in the Service Description Annex ("SDA") and the Migration Services listed Work Plan attached hereto as Exhibits 1 and described on Schedule A 4, respectively and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided incorporated herein for the fee time periods set forth for such Services therein. Except as expressly stated in this Agreement or the SDA, as between MCI and Recipient, MCI may prioritize itself and its Affiliates with respect to the provision of any Services when MCI reasonably believes such prioritization is necessary. Except to the extent that the Services have been altered by the mutual agreement of the Parties pursuant to the Migration Services Work Plan and its related documentation or as otherwise set forth in the SDA, Service on Schedule A Providers will provide such Services to the extent that, and in materially the same manner as, such Services were provided by MCI to the Access Business immediately prior to the Closing Date and, in the case of Services provided to Recipient under the CSC Agreement (as defined in Exhibit 1), such Services will be performed in accordance with the service levels attached hereto as Exhibit 2. The Services shall be provided in exchange for the consideration and charging methodology set forth in the SDA, or as the parties Parties may otherwise agree in writing, in every case, all . In no event shall the scope of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation required to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner hereunder exceed that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result described in the displacement, replacement, or termination SDA unless MCI shall otherwise agree in writing. Each of a material portion MCI and the other Service Providers shall act under this Services Agreement solely as an independent contractor and not as an agent of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Recipient.

Provision of Services. (a) Subject to Section 2.1(dIn connection with the operation of the Healthcare Business as continued by IHI after the Closing (the "Continued Business"), SEACOR IHI shall engage Seller to perform and provide, and Seller shall perform and provide to ERA any or all of IHI, the Services listed and services described on the Schedule A and such other of Services as may from time to time be agreed between (the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the "Services"). The Services shall be of substantially the same type and quality and at substantially the same relative levels of effort and response time as those that Seller has provided in accordance with to the terms, limitations Healthcare Business at comparable times and conditions set forth herein periods during the twelve months immediately preceding the Closing Date. Seller shall make available to IHI the same protection and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation back-up systems as are available to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesSeller's own businesses. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support In any instance in which provision of a Service to IHI requires consent of a third party, Seller shall provide such Services were generally performed by SEACOR for ERA Service only upon receipt of such third party consent. Seller and IHI agree to cooperate in obtaining, and to use reasonable best efforts to obtain, any such consents. Seller shall have no liability whatsoever to IHI in the event that a Service is not provided or is discontinued during the twelve (12) months prior Term due to the date absence of this Agreement, and ERA shall use any such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedthird party consent. (c) It is understood By no later than ninety (90) days prior to each anniversary of the Closing Date during the Term (as defined in Section 3), representatives of IHI and Seller shall meet to develop a written forecast of the Services that SEACOR IHI will request of Seller during the upcoming year. (d) Notwithstanding the foregoing, (i) Seller shall not be required to use incur any capital expenses in providing Services to IHI, other than expenses related to routine maintenance of systems necessary for the provision of comparable services to Seller for its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR maybusinesses, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or and (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR nothing herein shall have no obligation to provide be construed as a representation or warranty by Seller that the Services pursuant to this Agreement to will be suitable or adequate for the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion conduct of the resources or personnel utilized Continued Business by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)IHI.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR shall The Supplier must provide to ERA any or all of the Services listed to ▇▇▇▇ in accordance with this Agreement and described on Schedule A and such other Services as may any reasonable directions given by ▇▇▇▇ from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicestime. (b) Unless otherwise agreed The Supplier must: (i) complete the Services by the parties, Completion Date and any other date(s) for delivery of the Services shall be performed by SEACOR specified in this Agreement; (ii) promptly notify ▇▇▇▇ as soon as it becomes aware of any delay or possible delay in the supply of the Services in accordance with the Agreement; (iii) provide fit for ERA purpose Services in a timely and efficient manner using the standard of care, skill, diligence, prudence and foresight that is substantially the same as the manner would reasonably be expected from a prudent, and level experienced provider of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior services that are similar to the date of this Agreement, Services; (iv) use appropriately skilled and ERA shall use such Services for substantially qualified Personnel to provide the same purposes and Services; and (v) meet the requirements set out in substantially the same manner as ERA had used such Services during the twelve Key Performance Indicators (12) months prior to the date hereof unless otherwise mutually agreedif any). (c) It After performance of the Services or delivery of any deliverable provided as part of the Services, ▇▇▇▇ will undertake such reviews as it considers necessary to determine whether the Services or deliverable(s) are fit for purpose and comply with this Agreement. After reviewing the Services or deliverable(s), ▇▇▇▇ may notify the Supplier in writing: (i) of its acceptance of the Services or deliverable(s) if it is understood satisfied that SEACOR shall the Services or deliverable(s) are fit for purpose and comply with this Agreement; or (ii) if the Services or deliverable(s) are not be required to use its own funds fit for purpose or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAdo not comply with this Agreement, in which case clause 2(d) will apply. (d) SEACOR mayUnless a longer warranty period has been agreed, the warranty period for the Services and deliverable(s) (including rectified Services and deliverable(s)) is 12 months starting on the date ▇▇▇▇ accepts the Services and deliverable(s) in its sole writing according to clause 2(c), or if no acceptance has been provided according to clause 2(c) but acceptance is implied, starting on the date of the final invoice payment (Warranty Period). (e) Prior to the end of the Warranty Period, if ▇▇▇▇ notifies the Supplier that the Services or deliverable(s) are not fit for purpose or do not comply with this Agreement, the Supplier must promptly rectify the non-compliance following which ▇▇▇▇ will undertake further review of the Services or deliverable(s) under clause 2(c). This process will continue until, at ▇▇▇▇'▇ discretion, engage a third party service provider or consultant ▇▇▇▇: (i) to provide waives, in writing, the requirement for the Services or deliverable(s) to comply with this Agreement; (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace is satisfied that the Services or deliverable comply with this Agreement and accepts the Services or deliverable(s) in accordance with clause 2(c)(i); (Biii) result conditionally accepts the Services or deliverable(s), subject to the Supplier agreeing to rectify the non-compliance within a reasonable timeframe and on such terms as ▇▇▇▇ specifies; or (iv) subject to ▇▇▇▇ having provided the Supplier with at least two opportunities to rectify the non-compliance under clause 2(c)(ii), immediately terminate this Agreement by written notice to the Supplier. If ▇▇▇▇ terminates this Agreement under this clause 2(e)(iv), ▇▇▇▇ will be entitled to a full refund of all moneys paid to the Supplier in the displacement, replacement, or termination of a material portion respect of the resources Services or personnel utilized by SEACOR deliverables which ▇▇▇▇ is unable to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)use following termination.

Provision of Services. Section 2.01 On the terms and subject to the conditions herein, (a) Subject Parent agrees to provide, or to cause one or more of its [Affiliates] to provide, to SpinCo (or its Affiliates) the Forward Services specified in Appendix 1 and (b) SpinCo agrees to provide, or to cause one or more of its Affiliates to provide, to Parent (or to its Affiliates) the Reverse Services specified in Appendix 2 (Appendix 1 and Appendix 2, collectively, the “Service Sheets”). Each Party, as Service Recipient, shall use the Services received by it solely in connection with the operation and conduct of the Parent Business or the SpinCo Business (as applicable) and shall ensure that the Services are not otherwise made available to any Third Party (except where the Service provided constitutes Third Party interaction), or used for any other purpose unless mutually agreed upon by the Parties in writing. Section 2.02 During the period commencing on the Effective Date and ending three (3) months after the Effective Date, the Service Recipient may identify and request the Service Provider to provide additional transitional services, which are not set out in the Service Sheets, that: (a) were used and are reasonably necessary for the operation of the Parent Business or the SpinCo Business, as applicable; (b) were provided to or by (as applicable) Parent or its Affiliates before the Effective Date; and (c) are not Excluded Services (clauses (a) through (c) together, the “Omitted Services”). If the Service Provider is reasonably capable of providing any such Omitted Services requested by the Service Recipient, the Service Provider shall consider in good faith such request and the provision of such Omitted Services. The Service Provider shall have sole discretion in considering such request and if the Service Provider agrees to provide any such Omitted Services requested by the Service Recipient, each of the Parties shall use its commercially reasonable efforts to negotiate in good faith and execute, as appropriate, a new Service Sheet or an amendment to an existing Service Sheet, in either case with respect to such Omitted Services and addressing, among other things, the scope, start date, duration, and charges in respect thereof. Upon execution of such new or amended Service Sheet, the Service Provider shall provide the agreed-upon Omitted Services described in such new or amended Service Sheet, and such Omitted Services shall become a Service under this Agreement. Section 2.03 Notwithstanding anything in this Agreement to the contrary, the Service Provider shall not be obligated to provide any services that are not contemplated in the Service Sheets (subject to Section 2.1(d2.02), SEACOR shall provide to ERA including the services listed in Appendix 3 (the “Excluded Services”) or any Service if the provision of such Service would, in its sole reasonable discretion: (a) violate, breach or all otherwise result in a non-compliance with any applicable Law or with any of the Services listed and described on Schedule A and such other Services as Service Provider’s internal policy requirements which are established generally by the Service Provider; (b) require a third party consent that has not been obtained; or (c) violate, conflict with, result in the loss of any benefit under or increase the costs under any existing contract or agreement with a third party. Section 2.04 The Service Provider may from time to time be agreed between unilaterally and subject to the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all Level: (a) change operational aspects of the Services shall be provided or the way in accordance which they are provided, or substitute such Services with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional equivalent services. ; or (b) Unless otherwise agreed by substitute, change, update or enhance the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had Systems or materials used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services Services, (in each case under (a) and (b), an “Operational Change”); provided that, prior to making any Operational Change, the Service Provider shall: (x) ensure that the Service Recipient is given reasonable advance notice of the planned Operational Change, except in case of an emergency or where the Service Recipient will not be materially affected by the Operational Change; (iiy) ensure that the Service Recipient’s business is not disrupted to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA extent as a result of the terms Operational Change; and (z) using commercially reasonable efforts, ensure that the Operational Change will not result in a substantial increase to the Service Charges, unless the Operational Change is made pursuant to a change request as mutually agreed upon between the Parties. Section 2.05 The Service Provider may, directly or through one or more Affiliates, unilaterally decide to involve or replace Affiliates or Third Parties as sub-contractors or otherwise as suppliers of goods, licenses or services for the provision of all or any part of the Services hereunder (such Third Party, each a “Third Party Supplier”). The Service Recipient shall at all times comply with all obligations, including use restrictions and non-disclosure provisions, in any agreements between the Service Provider and a Third Party Supplier. The Parties acknowledge that the Service Provider may require the consent of a Third Party Supplier to be able to provide certain Services to the Service Recipient and the Service Recipient may require such consent of the Third Party Supplier to receive certain Services (“Third Party Consents”). To the extent not yet obtained at the Effective Date, the Service Provider shall endeavor to obtain such Third Party Consents and shall not be obliged to provide the relevant Services as long as any Third Party Consent for such Service has not been granted. To the extent that Third Party Consents are refused, only granted subject to conditions (including the condition of this additional payments), revoked, terminated or expires during a relevant Service Term, the Parties shall use their best efforts to identify, agree and implement the commercially most favorable solution (in the aggregate) by which provision of the Services can be enabled, either by fulfilling the relevant condition or by implementing a work-around at the Service Recipient’s sole expense. Section 2.1(d2.06 Subject to Section 2.04, Section 2.05, Section 7.05 and Section 7.06, the Service Provider shall perform the Services in the scope and volumes, in the way and manner and with the quality and performance levels similar to the respective Services were provided by the Service Provider to the Service Recipient immediately prior to the Distribution Date, unless otherwise specified in the Service Sheet with respect to such Service (the “Service Level” for such Service). Section 2.07 The Parties acknowledge that neither Party is a professional services provider with regard to the Services contemplated under this Agreement, and therefore should not expect the other Party to perform its obligations hereunder in the same manner and pursuant to the same standards as those applicable in the relevant industries practices.

Provision of Services. (a) Subject to During the Term (as set forth in Section 2.1(d6), SEACOR each Provider shall provide to ERA the respective Recipients designated on Exhibit A (i) the services set forth on Exhibit A; and (ii) any or all other services (other than the excluded services set forth on Exhibit B hereto) requested by Recipient in writing within ninety (90) days of the Closing Date that were provided by a Provider to the Recipient’s Business prior to February 15, 2021 and that are reasonably required by Recipient to operate the Business in which case Provider will begin providing such service as promptly as reasonably possible (each service described in clauses (i) and (ii), a “Service,” and collectively, the “Services”). Provider may perform each of the Services listed and described on Schedule A and through an Affiliate or through non-affiliated third parties (each such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each third party, a “Non-Affiliated Service Provider”); provided, however, Provider shall be provided remain responsible for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all performance of the Services shall be provided in accordance with by its Affiliates or Non-Affiliated Service Providers as if Provider performed the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesServices directly. (b) Unless otherwise agreed by the parties, Recipient shall use the Services solely in connection with its Business including the natural evolution thereof during the Term. Provider shall be perform the Services: (i) to the same standard of care as the Services were performed by SEACOR Provider for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA Business during the twelve (12) months -month period prior to the date of this Agreementthe Merger Agreement and in any event with no less than a reasonable degree of efforts, care, skill and judgement; and (ii) in compliance in all material respects with all applicable security, privacy, confidentiality, integrity, availability, and ERA safety policies and procedures of Provider and all applicable Legal Requirements. During the Term, Provider shall use not materially diminish such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior security, confidentiality, integrity, availability, or safety policies related to the date hereof unless otherwise mutually agreedServices. (c) It is understood The Parties shall cooperate in good faith and use commercially reasonable efforts to obtain any necessary third party Consents, third party licenses and other third-party rights that SEACOR are required in order to permit Provider to perform the Services (each, a “Third-Party Approval”); and each Party shall not be pay fifty percent (50%) of any cost required to use its own funds or be paid to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) in order to provide obtain any such Third-Party Approval unless otherwise agreed upon in writing by the Parties. If the Parties cannot obtain a Third-Party Approval on terms that are reasonably acceptable to the Parties despite each using commercially reasonable efforts to do so, the Parties shall use commercially reasonable efforts to negotiate in good faith reasonable modifications to the Services or the provision of substitute services (ii) to provide which substitute services to SEACOR. In shall be deemed “Services” hereunder), such that the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide relevant Third-Party Approvals are not required and the Services pursuant are provided as closely as possible to this Agreement how they would have been provided had such Third-Party Approval been obtained. Any incremental cost and expense incurred by or on behalf of Provider or any of its Affiliates with respect to such mutually agreed modifications or substitute services shall be borne equally by the Parties. Notwithstanding anything to the extent such services (A) replace the Services or (B) result contrary in the displacementthis Section 2(c), replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from the Parties are unable to obtain a Third-Party Approval or agree in good faith to any modification that permits the Provider to perform substitute Services in accordance with this Agreement, then Provider shall continue to provide the substitute Services as closely as possible to the intent of the original Services without violating any applicable third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretionparty agreement. For the avoidance of doubt, SEACOR Recipient shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)2(c) to pay, or reimburse Provider for, any costs relating to obtaining Third-Party Approvals that constitute back license fees or maintenance costs or any other costs due to third-parties otherwise owed by Provider (or any of its Affiliates) to such third-parties prior to the Closing Date.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(dAgreement, NiSource Services shall provide, or cause to be provided, to the Columbia Parties, solely for the benefit of the Transferred Business in the ordinary course of business, the services described on Schedule A (the “Services”), the terms of which are incorporated herein by reference. No Columbia Party shall resell, subcontract, license, sublicense or otherwise transfer any of the Services to any Person whatsoever or permit use of any of the Services by any Person other than by the Columbia Parties directly in connection with the conduct of the Transferred Business in the ordinary course of business. NiSource Services shall exercise reasonable care to ensure that the manner in which it performs or provides the Services does not have any adverse effect on the name, trading image, goodwill or business of any Columbia Party. (b) Schedule A (Items 1.1 through 1.11) refers to various services to be provided by International Business Machines Corporation (“IBM”). Notwithstanding anything to the contrary contained herein, including in such Schedule, all such services will be provided solely by IBM, pursuant to, and subject to the terms and of conditions of, that certain Master Services Agreement, dated as of January 1, 2014, between IBM and NiSource Services (as amended from time to time in accordance with its terms) and NiSource Services’ sole obligation with respect to providing such services shall consist of being a party to such agreement. Schedule A (Item 2) refers to various services to be provided by another vendor. Notwithstanding anything to the contrary contained herein, including in such Schedule, all such services will be provided solely by such vendor, pursuant to, and subject to the terms and of conditions of, the agreement between such vendor and NiSource Services (as amended from time to time in accordance with its terms) and NiSource Services’ sole obligation with respect to providing such services shall consist of being a party to such agreement

Provision of Services. (a) Subject You and the Representative agree to Section 2.1(d)perform and complete the Services in accordance with and subject to Schedule A, SEACOR Appendix 1 and these General Terms and Conditions and the Government agrees to pay the Fee for the Services. In the event that it is required and with Government prior due diligence and written approval, you may appoint a Representative who shall have full authority to act and provide Services on your behalf. The Representative shall be named in Appendix 1. You shall, and ensure that the Representative co-operates with the Government’s employees where this is necessary to effectively carry out your obligations under this Agreement. The Government may request, by notice in writing to you, the replacement of the Representative, and agreement with such request shall not be unreasonably withheld. You shall use your best endeavors to replace the Representative with another qualified individual employed by you, and such replacement shall be subject to approval by the Government. You shall provide to ERA any Materials as requested or all of by the Services listed and described on Schedule A and such other Services date as may from time to time be agreed between the parties and the Government shall have the right to take possession of and use any completed or partially completed portions of Material notwithstanding any provisions expressed or implied to the contrary. You acknowledge that the Government will be: relying on the Materials on the basis that they are accurate and complete in writing all material respects and added to Schedule A. Each Service shall be provided for are not misleading; relying on your and the fee set forth for such Service on Schedule A or as Representative’s skills, expertise and experience concerning the parties may otherwise agree in writing, in every case, all provision of the Services; relying on the accuracy of all Outcomes and all the information and materials included in the Materials; and using your reports, Outcomes and any other advice and assistance provided under this Agreement. The Services shall be provided in accordance with the terms, limitations such place and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed location as instructed by the parties, Government. If the Services are required to be provided on the Governments’ premises or use Government IT systems, you and the Representative will conduct yourselves in a professional and safe manner and you and the Representative shall at all times comply with and be subject to Security Procedures. Failure to adhere to the Security Procedures and the requirements of this section may be considered a material breach of this Agreement and may result in termination for default. The Government shall inform you of the Contact, i.e. whom you or the Representative shall be performed by SEACOR for ERA reporting to and who will accept the Services. Services are provided on a non-exclusive basis to the Government in a manner that is substantially Bermuda. Additional services or variations in the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to may be required after the date of execution of this Agreement, Agreement and ERA may be performed upon written approval of the Government. Such written approval shall use be evidenced by a change authorization order (“Change Order”) or such Services for substantially other written authorization as approved and signed by the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds Contact or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACORduly authorised Public Officer. In the event SEACOR procures such services for SEACOR’s own benefitcase, upon ninety (90) days’ notice a Change Order shall be issued within a reasonable time thereafter. All Change Orders are subject to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Agreement. Fees for additional services shall be agreed by the Government in writing prior to any additional services being performed. Only services which are not required for performance of the Services to be provided hereunder shall be deemed additional services. The Government shall pay you the undisputed Fee within 30 days of receiving a valid invoice setting out information required with the invoice in accordance with Schedule A. The Government may withhold payment of any Fee or Expenses in respect of which it has queries or where the Contact reports unsatisfactory performance of Services. You will cooperate promptly and fully to resolve any such queries. Where the unsatisfactory performance continues for at least 30 days, the Government may suspend payment of the Fee related to that unsatisfactory performance, at no liability to the Government. Except for the Fee as set out in Schedule A, no other amounts are payable by the Government to you or the Representative. Government may set off any amounts owed by you to the Government against any Fee or Expenses. The Government shall pay by direct transfer into your bank account. It is your responsibility to inform the Government of your current contact details in order that the Government can contact and pay you.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR shall Seller will provide to ERA any Buyer, or all to cause its Affiliates to provide to Buyer, the services (the “Services”) set forth on the exhibits attached hereto (as such exhibits may be amended or supplemented pursuant to the terms of this Agreement, collectively, the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each “Service shall be provided Exhibits”) for the fee set forth for such Service respective periods and on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations other terms and conditions set forth herein in this Agreement and in the respective Service Exhibits. In addition to the Services set forth on Schedule A. For the avoidance Service Exhibits, Buyer will need normal financial transition support for a period of doubtsixty (60) days post-Closing, SEACOR shall have no obligation which support will include information on customer and supplier billing details and other financial matters, and Seller agrees to provide services other than those set forth in Schedule A, and SEACOR shall have such support to Buyer at no obligation to provide additional servicescharge. (b) Unless otherwise Notwithstanding the contents of the Service Exhibits, Seller agrees to respond in good faith to any reasonable request by Buyer for access to any additional services that are necessary for the provision of the TEM Services to the Customers which are not currently contemplated in the Service Exhibits, at a price to be agreed by upon after good faith negotiations between the parties, the . Any such additional services so provided by Seller shall constitute Services shall under this Agreement and be performed by SEACOR for ERA subject in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior all respect to the date provisions of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner Agreement as ERA had used such Services during the twelve (12) months prior to if fully set forth on a Service Exhibit as of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Buyer agrees to use commercially reasonable efforts to make a transition of each Service to its own funds internal organization or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAobtain alternate third-party sources to provide the Services. (d) SEACOR maySubject to Section 2.03, in its sole discretionSection 2.04 and Section 3.05, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to obligations of Seller under this Agreement to provide Services shall terminate with respect to each Service on the extent such services end date specified in the applicable Service Exhibit (A) replace the “End Date”). Notwithstanding the foregoing, the parties acknowledge and agree that Buyer may determine from time to time that it does not require all the Services set out on one or (B) result in the displacement, replacement, or termination of a material portion more of the resources Service Exhibits or personnel utilized by SEACOR that it does not require such Services for the entire period up to provide the Services hereunder; providedapplicable End Date. Accordingly, however, that in the event that SEACOR procures such services from a third party, SEACOR mayBuyer may terminate any Service, in its sole discretionwhole or in part, opt upon reasonable notice to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR Seller in its sole discretion. For the avoidance writing of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)determination.

Provision of Services. (a) Subject to Section 2.1(dthe terms and conditions of this Agreement (including the Schedules hereto), SEACOR Service Provider shall provide provide, directly or through one or more Service Providing Entities, and Service Recipient hereby appoints Service Provider to ERA any or all of perform, the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule AA (the “Services”) in the Territory to enable Service Recipient to manufacture, import, market, sell and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by distribute the parties, pharmaceutical products included in the Services shall be performed by SEACOR for ERA Purchased Assets in a manner that is substantially the same as compliance with all applicable regulations in the manner and level of support in which such Services activities were generally performed previously conducted by SEACOR for ERA Service Provider (the “Business”) during the twelve (12) months twelve-month period prior to the date Effective Date (the “Reference Period”). Service Provider shall perform the Services on behalf of and for the account of Service Recipient. If, after the execution of this Agreement, and ERA shall use such Services Service Recipient determines that any additional service provided to the Business by Service Provider or an Other Service Provider during the Reference Period was not included in Schedule A, but was reasonably necessary for substantially the same purposes and operation of the Business in substantially the same manner as ERA had used such Services conducted during the twelve Reference Period (12each, an “Omitted Service”), then such Omitted Service will be deemed to be part of the Services at Service Recipient’s request. The Parties will discuss in good faith the terms governing such Omitted Service, including the scope, duration, a commercially reasonable and mutually agreeable Service Fee [*****], Service Provider would have incurred if such additional service were initially included as a Service as of the date hereof) months prior and other material terms with respect to the date hereof provision of such Omitted Service. The Services to be provided by Service Provider to Service Recipient pursuant to its appointment shall be limited to those specified in Schedule A and any Omitted Service, unless otherwise mutually agreedagreed to in writing by the Parties. (cb) It is understood If Service Recipient requests that SEACOR shall not the level or volume of any Service be required increased materially beyond that provided by Service Provider in respect of the Business during the Reference Period, Service Provider agrees to discuss any such increase in good faith with Service Recipient and to use its own funds commercially reasonable efforts to increase the level or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation volume of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderService; provided, however, that Service Provider will be obligated to provide an increased level or volume of any Service due to changes in market demand; provided, further, however that such increase is subject to any limitations set forth in the ▇▇▇▇▇▇▇▇ License. In the event of such increased level or volume, the Parties will equitably and proportionally adjust the applicable Service Fee(s) to reflect such increases in Services. If Service Recipient requests that SEACOR procures such services from a third party, SEACOR may, the manner in its sole discretion, opt to permit ERA which any Service is to be provided be materially different from the manner in which such Service was provided by Service Provider in respect of the Business during the Reference Period, Service Recipient may request such a service recipient under change by providing reasonable notice in writing of the requested change to Service Provider and Service Provider shall accommodate such requested change so long as to do so would not have an unduly burdensome impact on Service Provider or its ability to provide services to its Affiliates. Service Provider shall provide a good faith estimate of its out-of-pocket costs and expenses associated with such requested change. If it wishes to proceed, Service Recipient shall confirm in writing to Service Provider to initiate such requested change. Service Recipient shall bear any reasonable out-of-pocket costs and expenses that are actually incurred in the performance of such requested and confirmed change, and the Parties will equitably and proportionally adjust the applicable SEACOR services or outsourcing agreement on terms and conditions Service Fee(s) to be determined by SEACOR reflect such changes in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation Services. (c) Subject to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of the Asset Purchase Agreement, Service Recipient and Service Provider shall reasonably cooperate with each other to facilitate the orderly transition of the Purchased Assets and the responsibility for performing the Services from Service Provider to Service Recipient as soon as reasonably practicable, and to minimize any disruption to the other businesses of the Parties and their respective Affiliates that might result from the transactions contemplated by the Asset Purchase Agreement and the Ancillary Agreements (including this Agreement). Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to transfer the Transferred Governmental Authorizations to Service Recipient or an Affiliate or Third Party distributor thereof (in each case as designated by Service Recipient) as soon as reasonably practicable following the Closing. (d) Prior to the Transferred Governmental Authorizations being transferred by the FDA from Service Provider to Service Recipient (or its designee), Service Recipient may, with respect to its Promotion in the Territory, only Promote or engage in Promotional activities regarding the Products in compliance with all applicable Law, including without limitation Laws relating to labeling and Promotion, and only through use of the Current Promotional Materials. Any documented out-of-pocket expenses incurred in connection with the activities contemplated by this Section 2.1(d2.01(d) are the responsibility of Service Recipient. After the Transferred Governmental Authorizations are transferred by the FDA from Service Provider to Service Recipient, Service Recipient shall be fully responsible with respect to any Promotional activities it engages in with respect to the Products. (e) To the extent reasonably required for performance of the Services or the transition thereof, Service Recipient shall provide personnel of Service Provider and its subcontractors with reasonable access during normal business hours to Service Recipient’s personnel, equipment, office space, plants, telecommunications and computer equipment and systems, and any other areas and equipment to the extent necessary for the performance of the Services. Service Provider shall or shall cause its Affiliates to access Service Recipient’s facilities only in accordance with all applicable Law, the terms and conditions of Service Recipient’s leases affecting or relating to the facilities, Service Recipient’s policies and procedures and Service Recipient’s reasonable directions (including directions relating to security and health and safety). (f) In connection with any Service, Service Provider shall provide Service Recipient with all reports and reporting data relating to the operation of the Business in the same manner as such reports were provided to the Business during the Reference Period. (g) For all software, data, computer equipment, communications equipment and other similar items used by Service Provider to provide the Services, Service Provider shall provide business continuity, disaster recovery services and backup and archival services pursuant to the disaster recovery and business continuity plan that Service Provider provides to itself for services, software, data, computer equipment, communications equipment and other similar items.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR The Company shall provide to ERA any or all Seller each of the Services services listed on Exhibit A (collectively, the "Transition Services"), and described on Schedule A Seller shall provide to the Company strategic support and such other Services as may from time related services in connection with the Company's marketing and advertising strategy and optometric co-management activities and the effective operational integration of future services to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for Company's centers (the fee set forth for such Service on Schedule A or as "Support Services" and, together with the parties may otherwise agree in writingTransition Services, the "Services"), in every each case, all for a period of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. sixty (b60) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to days from the date hereof unless otherwise mutually agreed. (c) the "Term"), terminable as provided herein. It is understood by the Parties that SEACOR the quantity of Services to be provided under this Agreement shall not be required substantially consistent with the recent historical provision of the applicable Service by the relevant Party to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any the other payment obligation Party. The obligations of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) each Party to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace other Party shall terminate upon the Services or (B) result in the displacement, replacement, or termination of a material portion expiration of the resources or personnel utilized by SEACOR to provide the Services hereunderTerm; provided, however, that if Seller requests, and the Company agrees (at its sole discretion), in writing, that the event that SEACOR procures Company continue to provide any of the Transition Services after the expiration of the Term, such services from Transition Services so provided by the Company shall continue to constitute Transition Services under this Agreement and shall be subject in all material respects to the provisions of this Agreement for the duration of the agreed upon extension period (except as otherwise agreed by the Parties in writing in connection with the grant of any such extension). (b) Each Party agrees to continue to assign reasonably sufficient resources and qualified personnel as are reasonably required to provide the Services in a manner substantially consistent with the recent historical provision of the Services to the other Party. Without limiting the generality of the foregoing, each Party will use commercially reasonable efforts to ensure such personnel providing the applicable Service(s) to the other Party during the Term have at least reasonably comparable skill and experience to the personnel providing such Service(s) prior to the date hereof. The Company may not subcontract to a third party, SEACOR may, in its sole discretion, opt to permit ERA to be or otherwise make arrangements for a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result Seller, any of the terms and conditions Transition Services without the prior written consent of this Section 2.1(d)Seller.

Provision of Services. (a) Subject to Section 2.1(d)the terms and conditions of this Agreement, SEACOR Seller shall provide to ERA any or all of Buyer the Services listed and services described on in Schedule A and such other Services attached hereto (as the same may be amended pursuant to Section 19 from time to time be agreed between during the parties Term (as defined below), the “Services”), for a period commencing on the date of the Subcontractor Agreement (as defined in writing the Asset Purchase Agreement) and added to Schedule A. Each Service shall be provided for ending on the fee applicable termination date set forth for such Service on Schedule A for each such applicable Service (each, a “Service Period”), unless such period is earlier terminated or extended as the parties may otherwise agree in writing, in every case, all of the Services shall be provided to a particular Service in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesterms hereof. (b) Unless otherwise agreed by Notwithstanding the partiescontents of Schedule A, if during the Services shall be performed by SEACOR for ERA in a manner Term, Buyer becomes aware of any additional service that is substantially reasonably necessary or useful for the same as use or operation of the manner and level of support Purchased Assets which is not currently contemplated in which Schedule A, then, to the extent that any such Services were generally performed service was provided by SEACOR for ERA Seller in connection with the Purchased Assets during the twelve (12) months prior immediately preceding the date hereof, Buyer’s Coordinator (as defined below) may provide written notice thereof to Seller describing such service, and such service shall be added to Schedule A and constitute Services under this Agreement and be subject in all respects to the date provisions of this Agreement, Agreement as if fully set forth on Schedule A as of the date hereof. Buyer and ERA Seller shall use such Services for substantially the same purposes work cooperatively and in substantially good faith to agree to the same manner as ERA had used fees pursuant to which Seller shall provide or cause to provide such Services additional Services. (c) Subject to the foregoing Section 1(b), in the event that Buyer reasonably requests that, in addition to the Services, certain other services be made available by Seller which were not provided by Seller in connection with the Purchased Assets during the twelve (12) months prior to immediately preceding the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR the “Other Services”), Seller shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR mayconsider such request in good faith. If Seller, in its sole discretion, engage a third party service provider or consultant (i) agrees to provide any such Other Services, Seller and ▇▇▇▇▇ shall negotiate in good faith the terms of, and duration for providing, such Other Services and fees therefor. Any such Other Services so agreed to be provided by Seller shall be added to Schedule A and constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on Schedule A as of the date hereof. (d) Except as set forth in Schedule A, Seller shall have the exclusive right to select, employ, pay, supervise, issue constructions to, administer, direct and discharge any of its employees to perform the Services. Seller shall be responsible for paying such employees’ compensation (including any taxes and withholdings thereon) and providing to such employees any benefits. (e) Buyer acknowledges that the purpose of this Agreement is to enable Buyer to receive the Services or (ii) on an interim basis. Buyer further acknowledges that Seller shall not be required to provide services to SEACOR. In any Service for a period longer than the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderapplicable Service Period; provided, however, that (i) Buyer may extend the Service Period of each Service one (1) time in Buyer’s discretion for an equivalent duration as such original Service Period and at the rates set forth on Schedule A, and (ii) if Buyer desires and Seller agrees in writing to continue to perform any of the Services thereafter, Buyer and Seller shall negotiate in good faith to determine an amount that compensates Seller for Seller’s costs for such performance, including the time of its employees and its out-of-pocket expenses. The Services so performed by Seller after the applicable initial Service Period shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period. (f) Seller shall use commercially reasonable efforts to obtain any consents, approvals or amendments to existing agreements of Seller necessary to allow it to provide the Services to Buyer (the “Consents”). If any fees or other payments are required in order to obtain any Consent (“Consent Fees”), the Parties will use commercially reasonable efforts to avoid and minimize the Consent Fees, and Seller shall be responsible for the cost of obtaining all Consents necessary in order to provide the Services. In the event that SEACOR procures any Consent is not obtained, upon ▇▇▇▇▇’s request, Seller will cooperate with Buyer in good faith to identify and implement a work-around or other alternative arrangement for any Services affected thereby such services from a third party, SEACOR may, in its sole discretion, opt that Buyer will obtain the benefit of such Services to permit ERA to be a service recipient under the applicable SEACOR services same extent (or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any as nearly as practicable) as if such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Consent had been obtained.

Provision of Services. (a) Subject to and on the terms and conditions herein set forth, from and after the date contemplated by Section 2.1(d2(b) and for the duration of the Transition Period (defined below), SEACOR SpaceCom shall (i) provide to ERA any or all of Purchaser the Services listed and services described on Schedule A prior to the Closing and the services described on Schedules B and C following the Closing (each a “Service” and, collectively, the “Services”), and (ii) make reasonably available to Purchaser sufficient personnel who are employed or contracted by SpaceCom in order to provide such other Services as may from time during the respective Service Periods (“Personnel”) subject to time be agreed between Section 4 and the parties in writing and added to Schedule A. Each Service shall be provided for the fee parameters set forth for such Service in Schedules A, B and C. (b) SpaceCom shall commence providing the pre-Closing Services described on Schedule A following at least five Business Days’ prior written notice from Purchaser, which shall not be given until the later of (i) the expiration of any applicable waiting period under the HSR Act relating to the transactions contemplated by the Asset Purchase Agreement and (ii) the date that the Sale Order shall have been entered by the Bankruptcy Court. Such notice shall provide, without prejudice to any of Purchaser’s rights under the Asset Purchase Agreement, that it is not aware of any fact or as circumstance that would prevent Closing from taking place; provided, however, that Purchaser shall not be estopped from asserting at any time in the parties may otherwise agree future that a condition to Closing has not been satisfied based on facts or circumstances existing on the date of such certification. SpaceCom shall, to the extent required by this Agreement, continue to provide the pre-Closing Services until the date on which the Closing occurs. Nothing contained in writingthis Agreement shall be construed to require any performance inconsistent with any requirements of law, in every caseincluding, all without limitation, the FCC’s rules and the Communications Act and applicable export control laws. (c) SpaceCom shall provide each of the post-Closing Services shall described on Schedules B and C during an initial 12-month term following the Closing, which Purchaser may extend for two additional six-month terms by written notice given at least three months in advance of each such additional term (each, a “Service Period”). (d) The term during which any Service is required to be provided in accordance with the terms, limitations foregoing is hereafter referred to as the “Transition Period.” The Transition Period and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR this Agreement shall have no terminate when SpaceCom’s obligation to provide services other than those set forth in Schedule A, and SEACOR Services pursuant to the terms of this Agreement shall have no obligation to provide additional servicesterminated. (be) Unless otherwise agreed by the parties, SpaceCom shall perform the Services shall be performed by SEACOR for ERA Purchaser in a professional and workmanlike manner that is substantially with the same as the manner degree of care, skill and level prudence customarily exercised by it for its own operations and in its provision of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior similar services to the date of this Agreementitself and its subsidiaries, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR maycompliance with applicable law, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in no event shall SpaceCom perform the event that SEACOR procures such services from Services for Purchaser with less than a third partyreasonable degree of care, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreementskill, and SEACOR shall have no obligation prudence or in a manner not consistent with good industry practice. (f) Following the Closing, Purchaser will make available to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result SpaceCom such of the terms Purchased Assets as SpaceCom shall reasonably request and conditions that are necessary for the performance of this Section 2.1(d)the Services.

Provision of Services. (a) Subject Seller agrees to Section 2.1(d)provide the services (the “Services”) set forth on the exhibits attached hereto (as such exhibits may be amended or supplemented pursuant to the terms of this Agreement, SEACOR shall provide collectively, the “Service Exhibits”) to ERA any or all Buyer for the respective periods and on the other terms and conditions set forth in this Agreement and in the respective Service Exhibits. The Parties have made a good faith effort as of the Services listed date hereof to identify each Service and described on Schedule A and such other Services as to complete the content of the Exhibits accurately. It is anticipated that the Parties may modify the Service Exhibits from time to time be agreed between by written agreement among the parties in writing and added Parties. In that case or to Schedule A. Each the extent any Service shall be provided for Exhibit is incomplete, the fee set forth for Parties will use good faith efforts to modify such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesExhibit. (b) Unless otherwise agreed by Notwithstanding the parties, contents of the Services Exhibits, Seller agrees to respond in good faith to any reasonable written request by Buyer for access to any additional services that are necessary for the operation of the Business and which are not currently contemplated in the Services Exhibits, at a price to be agreed upon after good faith negotiations between the Parties. Any such additional services so provided by Seller shall constitute Services under this Agreement and be performed by SEACOR for ERA subject in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior all respect to the date provisions of this Agreement, and ERA shall use such Services for substantially as if fully set forth in the same purposes and in substantially the same manner Service Exhibits as ERA had used such Services during the twelve (12) months prior to of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required The Parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Buyer agrees to use commercially reasonable efforts to make a transition of each Service to its own funds internal organization or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAobtain alternate third-party sources to provide the Services. (d) SEACOR mayThe Parties hereto acknowledge that as a preparation for Seller’s scope of performance under this Agreement to provide the Services, in its sole discretionSeller’s internal information technology network (the “AV Network”) will be bifurcated to create a new logical network for Buyer, engage a third party service provider or consultant which is separately administered and controlled by Seller from the AV Network (the “Buyer Network”). Buyer agrees that due to (i) to provide the Services U.S. and other export control laws and regulations, or (ii) U.S. Defense Department procedures, such as those governing the release of “Controlled” or “Uncontrolled Technical Data,” Classified or Controlled Unclassified Information or Technology, and non-Controlled Government Contract- related Information (as defined in any applicable regulation), to provide services certain individuals or foreign nationals, only current employees of Seller (“Seller Employees”) and former employees of Seller who are now employees of Buyer (“New Buyer Employees” and collectively with Seller Employees, “Authorized Employees”) are allowed access to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Buyer Network until termination or expiration of all Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunderAgreement; provided, however, that in Buyer may submit the event that SEACOR procures names of other Buyer employees who require access to the Buyer Network, which such services from a third party, SEACOR may, in its sole discretion, opt employees will require proper security clearance and approval according to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms Seller’s internal security and conditions to be determined by SEACOR in its sole discretionaccess policy before such employee can access the Buyer Network. For the avoidance of doubt, SEACOR such approved other employees of Buyer shall have no obligation be considered Authorized Employees. (e) Subject to permit ERA Section 2.03, Section 2.04, and Section 3.05, the obligations of the Seller under this Agreement to be a service recipient under provide Services shall terminate with respect to each Service on the end date specified in the applicable Service Exhibit (the “End Date”). Notwithstanding the foregoing, the Parties acknowledge and agree that Buyer may determine from time to time that it does not require all the Services set out on one or more of the Service Exhibits or that it does not require such Services for the entire period up to the applicable End Date. Accordingly, upon fifteen (15) days’ notice, Buyer may terminate any Service, in whole but not in part, upon notification to Seller in writing of any such third party agreementdetermination. (f) For purposes of operating the Buyer Network after the Closing Date, and SEACOR Seller shall have no obligation use best efforts to make any arrangements whatsoever procure sublicenses which shall provide the same scope of rights used by Seller for the Business prior to replace the Closing at Buyer’s sole expense for all software currently in use by Seller with respect to information technology services for which sublicenses are legally obtainable, until termination or expiration of all Services that SEACOR has no obligation pursuant to provide to ERA as a result of the terms and conditions of this Section 2.1(d)Agreement.

Provision of Services. (a) Subject Service Provider agrees to Section 2.1(d)provide, SEACOR shall provide or to ERA any cause its affiliates to provide, the services (the "Services") set forth on Exhibit A attached hereto and incorporated herein (as such exhibit may be amended or all of the Services listed and described on Schedule A and such other Services as may supplemented from time to time be agreed between time, the parties in writing and added "Service Exhibit") to Schedule A. Each Service shall be provided for Participants on the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations terms and conditions set forth herein in this Agreement and on Schedule A. For in the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesService Exhibit. (b) Unless otherwise Notwithstanding the contents of the Service Exhibit, Service Provider agrees to respond in good faith to any reasonable request by Participants for access to any additional services that are necessary for the operation of the Program and which are not currently contemplated in the Service Exhibit, on terms to be agreed by upon after good faith negotiations between the parties, the . Any such additional services so provided by Service Provider shall constitute Services shall under this Agreement and be performed by SEACOR for ERA subject in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior all respect to the date provisions of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner Agreement as ERA had used such Services during the twelve (12) months prior to if fully set forth on a Service Exhibit as of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required Subject to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation Section 2.03, Section 2.04 and Section 3.05, the obligations of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to Service Provider under this Agreement to provide Services shall begin on the extent such services (A) replace Effective Date, and continue until the Services or (B) result in the displacement, replacement, or termination of a material portion 5th year anniversary of the resources or personnel utilized by SEACOR Effective Date (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for additional three (3) year terms unless a Participant gives at least one (1) year’s prior written notice to provide the Services hereunderparties of its intention to withdraw from the Agreement. A Participant’s withdrawal from this Agreement shall not terminate this Agreement among the remaining parties; provided, however, that if the Service Provider elects to withdraw from this Agreement, this Agreement shall be terminated in its entirety in accordance with Article III. In the event that SEACOR procures such services the Service Provider intends to withdraw from a third partythis Agreement, SEACOR may, in it shall give not less than three (3) years’ prior written notice to the parties of its sole discretion, opt intention to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result withdraw. (d) Any of the terms of a Service Exhibit shall be deemed amended by (i) the execution and conditions delivery of this Section 2.1(d)a Service Exhibit Amendment (“Service Exhibit Amendment”) and (ii) the prior approval of such Service Exhibit Amendment by the respective boards of directors of the Service Provider and Participants. (e) Nothing contained herein shall preclude or prohibit the Participants, whether individually or a group thereof, from sponsoring, holding or otherwise offering recreation, community or other similar services to its resident or the community members, provided that such services are not in direct competition with similar services provided by the Service Provider for a fee. Further, the Participants shall have the use of the Facilities to the extent the same are available for use at the desired time and date.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR Provider shall provide to ERA any or all of Recipient the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, fees, limitations and conditions set forth herein and on Schedule A. For Starwood hereby represents and warrants as of the avoidance date hereof that Provider has not changed the level of doubtservices provided by Provider in respect of the Vistana Business since October 27, SEACOR 2015 in a manner that reduced the level or quality of Services provided to Recipient under this Agreement. (b) During the ninety (90) days after the Effective Date, in the event that Buyer identifies in writing to Starwood any services not referenced on Schedule A that were provided by Provider in respect of the Vistana Business during the Reference Period and that are reasonably necessary to operate the Vistana Business in the manner conducted as of the Effective Date (“Omitted Services”), the Parties will promptly negotiate in good faith the terms governing any such Omitted Service with respect to (i) the nature and description of such Omitted Service, which shall be consistent with the descriptions of the Services set forth on Schedule A (to the extent applicable to such Omitted Service), (ii) the duration such Omitted Service will be provided, which shall not be longer than the term of this Agreement and (iii) the fees for such Omitted Service, which shall be set in the same manner as for the other Services. In the event the Parties agree to such terms, the Parties will enter into an amendment to this Agreement amending Schedule A to reflect such Omitted Service, and such Omitted Service shall be deemed to be part of this Agreement and shall be deemed one of the “Services” hereunder from and after the date of such amendment. Starwood shall have no obligation to provide consider any requests for services other than those set forth in not listed on Schedule A, and SEACOR shall have no obligation to provide additional services. A at any time after ninety (b90) Unless otherwise agreed by days after the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreedEffective Date. (c) It is understood Provider and Recipient shall use commercially reasonable efforts to obtain in a cost effective manner any necessary waivers, permits, consents or similar approvals with respect to agreements with third parties in order for Provider to provide the Services directly or indirectly (other than the Omitted Services) (any such waiver, permit, consent or similar approval, a “Consent”). If after using commercially reasonable efforts, Provider and Recipient are unable to obtain any Consent, the Parties shall work together to agree upon, identify and implement an alternative arrangement in a cost effective manner. Any license fees, royalties or other fees, costs or expenses to third parties that SEACOR may be necessary for Provider to obtain Consents in a cost effective manner or for Provider to perform, or for Recipient to receive, the Services will be borne equally by the Recipient and Provider, and any out-of-pocket costs and expenses reasonably incurred by Provider in connection with the implementation of any such alternative arrangements in a cost effective manner shall be borne by Recipient, provided, that Provider and Recipient shall be equally responsible for the amount by which the cost of such alternative arrangement exceeds the amount that Recipient would have paid pursuant to Schedule A, as of the Effective Date, for the applicable Service. As long as Provider otherwise complies with this Section 2.1(c), failure to obtain any Consent, and any resulting failure to provide Services hereunder, shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAdeemed a breach hereof. (d) SEACOR may, in Recipient shall be responsible for planning and preparing the transition of the provision of each of the Services to its sole discretion, engage a third own internal organization or other third-party service provider or consultant providers, and shall prepare, within thirty (i30) days after the Effective Date (“Migration Planning Period”), a plan in order to provide transition off of each Service by the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion end of the resources or personnel utilized by SEACOR to provide the Services hereunderterm for such Service (“Migration Plan”); provided, however, that in Recipient will not be deemed to have violated its obligations with respect to preparation of the event that SEACOR procures such services from a third partyMigration Plan if Recipient (i) fails to complete the Migration Plan within the Migration Planning Period, SEACOR may(ii) has been working, and thereafter continues to work, in its sole discretiongood faith and without undue delay to expeditiously prepare the Migration Plan and (iii) completes the Migration Plan no later than sixty (60) days after the Effective Date. At Recipient’s request, opt Provider shall reasonably assist, and shall use commercially reasonable efforts to permit ERA cause any third-party provider of Services to be a service recipient under reasonably assist, Recipient in connection with the applicable SEACOR services or outsourcing agreement on terms implementation of Recipient’s transition plan (“Migration Services”), taking into account the need to minimize the cost of such migration and conditions the disruption to be determined by SEACOR in its sole discretionthe ongoing business activities of the Parties and their Affiliates. For the avoidance of doubt, SEACOR Migration Services shall have no obligation to permit ERA to be a service recipient under not include any such third party agreementservices that, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result in Provider’s commercially reasonable opinion, do not primarily effect the separation of Recipient from the terms and conditions of this Section 2.1(d)Services.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions contained in this Agreement (including all Exhibits hereto), for clarity, including Recipient’s obligations under Section 2.16 herein and Exhibit A1 (Services) hereto, on a Service-by-Service basis, during the applicable Transition Period, Lilly (whether itself or through its Affiliates) will provide or cause to be determined by SEACOR in its sole discretionprovided to Recipient the Services. For the avoidance of doubt, SEACOR ▇▇▇▇▇ shall have no obligation to permit ERA provide or cause to be a service recipient under provided to Recipient any services other than Services as specified in this Agreement (including Exhibit A1 hereto) or otherwise agreed to in writing (including by electronic transmission such third party agreementas email) by ▇▇▇▇▇ and Recipient. Notwithstanding anything to the contrary herein, neither ▇▇▇▇▇ nor any of its Affiliates will be required to perform or to cause to be performed any of the Services for the benefit of any Person other than Recipient and SEACOR its Affiliates, nor to provide any Excluded Services. ▇▇▇▇▇ shall have no obligation to make provide or cause to be provided to Recipient any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result in excess of the applicable maximum FTE hours set forth on Exhibit A1 hereto for the applicable Service during the applicable Transition Period; provided that, in accordance with this Agreement including Exhibit A1 hereto (including under the heading “Additional Services”), the Transition Managers may, on behalf of the respective Parties, agree in writing (including by electronic transmission such as email) in accordance with Section 2.13 to the provision and receipt of additional Services for a Service Charge that may be different from the corresponding Service Charge set forth in Exhibit A1 hereto for the applicable Services during the applicable Transition Period. If there is any inconsistency between the terms of Exhibit A1 hereto and conditions the terms of this Section 2.1(d).Agreement, the terms of this Agreement shall govern. ​ ​

Provision of Services. (a) Subject to Section 2.1(dthe terms and conditions of this Agreement, the Provider shall use its commercially reasonable efforts to provide the services set forth on Exhibit A hereto (collectively, the “Services”). The Provider shall cooperate with, SEACOR shall provide to ERA any or all facilitate and advise the Recipient and the Recipient’s service providers in the provision of the Services listed during the term of this Agreement and described on Schedule A transition to the Recipient and the Recipient’s service providers’ independent provision of such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or Services, as the parties case may otherwise agree in writingbe, in every case, all as reasonably requested by the Recipient during the term of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. this Agreement. For the avoidance purposes of doubtreceiving and providing the Services, SEACOR the Recipient shall have no obligation to provide services other than those set forth in Schedule A, include its affiliates and SEACOR the Provider shall have no obligation to provide additional servicesinclude its affiliates. (b) Unless Except as otherwise agreed by the partiesParties, the Provider shall perform the Services shall be to the same standard of care as the Services were performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months Provider prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood The Provider shall pay any expenses, fees, or other obligations that SEACOR the Provider may reasonably incur in connection with the delivery of the Services and shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAprovide the Recipient with reasonable documentation thereof in connection with the invoices delivered under Section 4. (d) SEACOR mayBy executing and delivering this Agreement, in the Provider represents and warrants to the Recipient that to its sole discretion, engage a third party service provider or consultant knowledge: (i) it and its affiliates are able to provide the Services or and (ii) to provide services to SEACOR. In the event SEACOR procures provision of such services for SEACOR’s own benefit, upon ninety Services as of and immediately following the Closing Date do not conflict with or violate any contract or applicable law. (90e) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to Notwithstanding anything in this Agreement to the extent contrary, the Provider shall not be obligated to provide any Service hereunder where the provision of such services Service requires consent of a third party that has not been obtained; provided that the Provider shall use its (Aand shall cause its applicable affiliates to use their) replace reasonable best efforts to obtain all required consents, licenses or approvals necessary to perform the Services or (Bthe “Consents”) result (that have not already been procured prior to the Closing Date) as soon as reasonably practicable following the date hereof; provided further, that the Provider shall notify the Recipient in writing of any terms to which a proposed Consent is to be subject and shall use its reasonable best efforts to agree with the displacementrelevant third party any reasonable amendments to a proposed Consent requested by the Recipient, replacementas the case may be. If the Provider is unable to obtain any required Consents, or termination of a material portion the parties hereto shall negotiate in good faith reasonable modifications of the resources or personnel utilized by SEACOR Services so that such Consents are not required. The Recipient shall use commercially reasonable efforts to provide cooperate in obtaining any such Consent. If, despite use of its reasonable best efforts, the Services hereunder; provided, however, that in the event that SEACOR procures such services Provider is not able to secure any applicable Consent from a third party, SEACOR maythe Provider shall use reasonable best efforts to enter into an acceptable substitute arrangement as promptly as practicable with the Recipient to deliver such Services on substantially the same terms, including subcontract, sublicense or other contractual arrangements, including using reasonable best efforts to facilitate the Recipient’s putting in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services place similar or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any replacement arrangements with such third parties, or comparable third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR providers with whom the Provider has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d)commercial relationship.

Provision of Services. (a) Subject to Section 2.1(d), SEACOR Purchaser shall provide to ERA any the Sellers or all their Subsidiaries, as specified on Exhibit A, each of the Services services listed on Exhibit A (collectively, the "Seller Transition Services"), in each case, for the period of time specified opposite such Seller Transition Service on Exhibit A, each terminable as provided herein. The Sellers, as specified on Exhibit A, shall provide to Purchaser each of the services listed on Exhibit B (collectively, the "Purchaser Transition Services" and, together with the Seller Transition Services, the "Transition Services"), in each case, for the period of time specified opposite such Purchaser Transition Service on Exhibit B, each terminable as provided herein. In addition to the foregoing, Purchaser agrees to respond in good faith to any reasonable request by the Sellers for access to any additional services that are currently being provided by the Continuing Employees to the Sellers and described on Schedule their Subsidiaries and which are not currently contemplated by Exhibit A and the Sellers agree to respond in good faith to any reasonable request by Purchaser for access to any additional services that are currently being provided to the Business by the Sellers and/or their Subsidiaries and which are not currently contemplated by Exhibit B. Any such other additional services mutually agreed upon by the Parties shall constitute Seller Transition Services or Purchaser Transition Services, as the case may from time to time be agreed between the parties in writing be, under this Agreement and added to Schedule A. Each Service shall be provided for subject in all respects to the fee provisions of this Agreement as if fully set forth for such Service on Schedule Exhibit A or Exhibit B, as the parties may otherwise agree in writingapplicable, in every case, all as of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesdate hereof. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment The obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) Party to provide a Transition Service shall terminate upon the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion expiration of the resources period set forth opposite such Transition Service on Exhibit A or personnel utilized by SEACOR to provide the Services hereunderExhibit B, as applicable; provided, however, that if the Party receiving a Transition Service (the "Recipient") reasonably requests, and the Party providing such Transition Service (the "Provider") agrees (such agreement not to be unreasonably withheld, conditioned or delayed), that the Provider continue to provide any Transition Service(s) after the expiration of the period set forth opposite such Transition Service on Exhibit A or Exhibit B, as applicable, such Transition Service so provided by the Provider shall continue to constitute a Transition Service under this Agreement and shall be subject to the provisions of this Agreement for the duration of the agreed upon extension period (except as otherwise agreed by the Parties in writing in connection with the event that SEACOR procures grant of any such extension). (c) The Sellers agree to continue to assign sufficient resources and qualified personnel as are reasonably required to provide the Purchaser Transition Services in a manner substantially consistent with the recent historical provision of such services from by the Sellers and their Subsidiaries. Purchaser agrees to assign sufficient resources and qualified personnel as are reasonably required to provide the Seller Transition Services in a manner substantially consistent with the recent historical provision of such services by the Continuing Employees to the Sellers and their Subsidiaries. Without limiting the generality of the foregoing, each Party will use commercially reasonable efforts to designate the personnel providing Transition Services prior to the date hereof to performing such Transition Services for the other Party, but in any event, the personnel providing Transition Services pursuant to this Agreement shall have at least comparable skill and experience to the personnel providing such Transition Services prior to the date hereof. The Provider may not subcontract to a third party, SEACOR may, in its sole discretion, opt to permit ERA to be or otherwise make arrangements for a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result the Recipient any of the terms and conditions Transition Services without the prior written consent of the Recipient. The quantity of Transition Services to be provided under this Agreement shall be substantially consistent with the recent historical provision of the applicable Transition Service. Notwithstanding anything to the contrary in this Section 2.1(d1(c), the Provider may modify from time to time the manner of performing Transition Service(s) to the extent such Provider is making changes to allow for adherence to the then-existing policies, practices and methodologies that such Provider uses to provide similar services and functions, so long as such changes do not adversely affect the agreed upon level of service for the applicable Transition Service.

Provision of Services. 2.1.1 Subject to the terms and conditions of this Agreement, during the Transition Period, Seller shall (a) Subject provide or cause to be provided to Buyer or its Affiliates the Manufacturing Services, and the services described in Section 2.1(d2.10.1 (the “Distribution Services”), SEACOR shall provide to ERA any or all of in Section 2.11 (the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein “Regulatory/PV Services”) and on Schedule A. For 2.1(a) (the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A“Post-Marketing Study Services”), and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed use commercially reasonable efforts to provide or cause to be provided to Buyer or its Affiliates, as designated in writing by the partiesBuyer, the Services shall be performed by SEACOR for ERA transitional services set forth on Schedule 2.1(b) (the “Transitional Services”) during such periods as are specified in a manner that is substantially the same this Agreement or Schedule 2.1(b), as the manner and level of support in which applicable, as such Transitional Services were generally performed being utilized or conducted by SEACOR for ERA during Seller in connection with the twelve (12) Product Business in the 12 months prior to the date of this AgreementEffective Date, when and ERA as such Transitional Services are reasonably requested by Buyer. The Transitional Services together with the Manufacturing Services, the Distribution Services, the Regulatory/PV Services and the Post-Marketing Study Services shall use such Services for substantially collectively be referred to as the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion“Services”. For the avoidance of doubt, SEACOR except with respect to any contracts Buyer enters into as contemplated under Article 3, the Services shall not include implementing or otherwise providing services with respect to any new customer contracts or programs initiated by Buyer during the Transition Period. 2.1.2 Seller shall have no obligation to permit ERA provide or cause to be provided to Buyer or its Affiliates any Transitional Service not provided or conducted with respect to a service recipient under any such third party agreementProduct in the 12 months prior to the Effective Date, and SEACOR neither Seller nor any of its Affiliates will be required to perform or to cause to be performed any of the Services for the benefit of any Person other than Buyer and its Affiliates. If there is any inconsistency between the terms of Schedule 2.1 and the terms of this Agreement, the terms of this Agreement shall govern. Except as expressly set forth herein, from and after the Effective Date, Seller’s and its Affiliates’ and Buyer’s and its Affiliates’ respective obligations and rights with respect to the Products in the Territory shall be as set forth in the Asset Purchase Agreement or the other applicable Ancillary Agreements. For the avoidance of doubt, the Services do not include, and Seller shall have no obligation to make provide, any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result Excluded Services. 2.1.3 The description of the terms Services set forth on Schedule 2.1 may be amended from time to time throughout the Transition Period upon the mutual written agreement of the Parties, and conditions any such amendment shall be considered part of this Section 2.1(d)Agreement and incorporated herein by this reference. Any such amendment shall provide an appropriate change in the Services Fee to the extent the scale, scope or duration of any Service is modified.

Provision of Services. During the Term, the Consultant will provide the Services in accordance with the reasonable requests of the Company (or, in the circumstances contemplated by paragraph (d) below, of Onex Corporation or Onex Partners GP LP) and without limiting the generality of the foregoing, it is hereby acknowledged and agreed that: (a) Subject the Consultant shall use its reasonable efforts to Section 2.1(dcause Gephardt to be available to the Company by telephone and e-mail during normal business hours and as otherwise reasonably requested by the Company in connection with the provision of the Services; (b) the Consultant may be asked to make Gephardt available to travel to Wichita, Kansas or elsewhere as reasonably requested by the Company in connection with the provision of the Transaction Services, and shall cause Gephardt to use his reasonable efforts to accommodate such requests; (c) the Consultant may be requested, but shall not be obliged, to provide Transaction Services following the date that is six months after the date hereof. In those circumstances, the Term shall be extended for the period during which the Consultant, in its sole discretion, may agree to continue to provide such Transaction Services and the additional compensation, if any, payable to the Consultant in connection therewith shall be as negotiated by the Consultant and the Company in good faith; and (d) if the Transaction is not completed for any reason within six months following the date hereof (as such period may be extended as contemplated by paragraph (c) above), SEACOR the Consultant shall only be obliged to provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writingOther Services, in every case, all of the which Other Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance reasonable requests of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesOnex Corporation or Onex Partners GP LP. (bi) Unless otherwise acknowledges that the Company has agreed by to engage the partiesConsultant hereunder based exclusively upon, and solely as a result of, the skills, experience and expertise of Gephardt and (ii) agrees that the Services shall be performed rendered by SEACOR for ERA Gephardt, acting in his capacity as a manner that is substantially director, officer, employee, owner or independent contractor of the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this AgreementConsultant, and ERA shall use such Services for substantially that the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR Consultant shall not be required entitled to use its own funds or to otherwise pay for any goods or substitute the services purchased or required by ERA from third parties or for any of an individual other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) than Gephardt to provide the Services or (ii) to provide services to SEACOR. In without the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion prior written consent of the resources or personnel utilized by SEACOR to provide Company, which the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, Company may withhold in its sole and absolute discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this Section 2.1(d).

Provision of Services. (a) 4.1.1 Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of this MSA, and commencing as of the Services Commencement Date, Service Provider shall provide such Service(s), as defined in the applicable SOW and at the Fees set forth in Schedule C (Prices). Any Services functions, operations, processes, or responsibilities not specifically described in this MSA and/or the applicable SOW(s) that are, by their very nature, reasonably required for the proper performance and provision of the Services shall be deemed to be implied by and included within the scope of the Services (and the applicable SOW) to the same extent and in the same manner as if specifically described in this MSA and/or the applicable SOW. Nothing in this Section 2.1(d4.1.1 shall be interpreted to expand the scope of Services to be provided under this MSA or any applicable SOW. 4.1.2 ALU and Service Provider will collaborate in the pursuit of new business opportunities as described in Schedule D (Net New Business). ***** When either Party identifies a candidate for Net New Business, that Party’s Executive Sponsor will contact the other Party’s Executive Sponsor and discuss whether and how to proceed. The terms and conditions governing any decision to pursue Net New Business will be mutually agreed upon and memorialized in a written agreement (“Net New Business Agreement”). ALU and Service Provider agree to collaborate on developing competitively priced proposals for all Net New Business opportunities. The eligibility for such at-cost services pricing does not expire and can be applied by ALU against any Net New Business Agreement. ***** 4.1.3 Except as otherwise expressly provided in this MSA, Service Provider shall be responsible for providing the functions, processes, procedures, personnel and other resources necessary to provide the Services. ALU shall be responsible for providing facilities, systems and other assets for Service Provider’s use in conjunction with this MSA, as set forth on Schedules K (Licensed, Loaned and Shared Assets) and N (Real Estate License), which Schedule K may be amended, from time to time, as necessary, by the Operations Committee to enable Service Provider to perform the Services. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS 4.1.4 From time to time, ALU will issue Purchase Orders for the Services to Service Provider. Such Purchase Orders will include (i) ALU’s full name and address, (ii) the quantity and description of the Services that ALU desires to engage Service Provider to perform, (iii) the price in accordance with Schedule C (Prices) of this MSA, (iv) the “▇▇▇▇-to” address, (v) the location where the Services are to be performed, (vi) the requested performance dates, (viii) a contact name and telephone number, and (ix) reference to the contract number of this MSA. Service Provider will have two (2) days from the date a Purchase Order is issued to reject it, provided that Service Provider may only reject a Purchase Order for a material nonconformity with the requirements of this Section. If Service Provider fails to reject a Purchase Order in writing within such two (2) day period, the Purchase Order will be deemed to have been accepted by Service Provider. 4.1.5 ALU shall issue Network Numbers, from time to time, in accordance with the terms of the applicable SOW.

Provision of Services. (a) Subject The party providing any services (the “Providing Party”) agrees to Section 2.1(d)use commercially reasonable efforts to provide, SEACOR shall provide or to ERA any cause its Affiliates to provide, the services (the "Services") set forth on the exhibits attached hereto (as such exhibits may be amended or all supplemented pursuant to the terms of this Agreement, collectively, the "Service Exhibits") to the party receiving the Services listed and described on Schedule A and such other Services as may from time to time be agreed between (the parties in writing and added to Schedule A. Each Service shall be provided “Receiving Party”) for the fee set forth for such Service respective periods and on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations other terms and conditions set forth herein in this Agreement and on Schedule A. For in the avoidance respective Service Exhibits. As used throughout this Agreement and the Service Exhibits when describing the rights and obligations of doubtthe Providing Parties, SEACOR the “Providing Parties” shall have no obligation to provide services other than those set forth in Schedule A, include the Providing Parties and SEACOR shall have no obligation to provide additional servicestheir Affiliates. (b) Notwithstanding the contents of the Service Exhibits, the Providing Parties agree to respond in good faith to any reasonable request by the Receiving Parties for access to any additional services that are necessary for the operation of the Business and which are not currently contemplated in the Service Exhibits, at a price to be agreed upon after good faith negotiations between the parties. Unless otherwise agreed to by the partiesReceiving Parties and the Providing Parties, any such additional services so provided by the Providing Parties shall constitute Services shall under this Agreement and be performed by SEACOR for ERA subject in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior all respect to the date provisions of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner Agreement as ERA had used such Services during the twelve (12) months prior to if fully set forth on a Service Exhibit as of the date hereof unless otherwise mutually agreedhereof. (c) It is understood that SEACOR shall not be required The parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Receiving Parties agree to use best reasonable efforts to make a transition of each Service to its own funds internal organization or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERAobtain alternate third-party sources to provide the Services so that the Services are transitioned no later than the respective expiration dates in the Service Exhibits. (d) SEACOR mayIn the event and to the extent that there is an inconsistency between the terms of the Agreement and the Service Exhibits, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACORService Exhibits shall govern. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement and to the extent such services (A) replace that there is a conflict between the Services or (B) result in provisions of this Agreement and the displacement, replacement, or termination of a material portion provisions of the resources or personnel utilized by SEACOR Purchase Agreement as it relates to provide the Services hereunder; provided, however, the provisions of this Agreement shall control. (e) The Receiving Parties agree that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result use of the terms Providing Parties’ network and/or assets shall be governed by the Broadvox Acceptable Use Policy, a copy of which is located at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇ and conditions of this Section 2.1(d)incorporated herein by reference.

Provision of Services. (a) Subject Beginning on the Effective Date, Provider agrees to Section 2.1(d)provide, SEACOR shall provide or to ERA any cause its Affiliates to provide, the services (each, a “Service” and collectively, the “Services”) set forth on Exhibit A attached hereto (as such exhibit may be amended, restated, supplemented, modified or all of the Services listed and described on Schedule A and such other Services as may otherwise altered from time to time be agreed between pursuant to the parties in writing and added terms of this Agreement, the “Service Exhibit”) to Schedule A. Each Service shall be provided for Recipient or Recipient’s Affiliates (including the fee set forth for such Service Contributed Companies), on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations terms and conditions set forth herein in this Agreement and on Schedule A. For in the avoidance Service Exhibit. Provider shall remain responsible for actions or inactions of doubt, SEACOR shall have no obligation Provider’s Affiliates that it uses to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional servicesprovides Services as if such actions or inactions were Provider’s own. (b) Unless otherwise agreed by The parties acknowledge the parties, transitional nature of the Services and that the Services are to be used solely for the purpose of the orderly transition of the Business to Resource OP. Accordingly, Recipient shall be performed use its best efforts to transition to having each Service provided by SEACOR for ERA in a manner that is substantially its own internal organization or by third-party service providers as promptly as practicable following the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date execution of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required Subject to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation Section 2.03 and Section 3.05, the obligations of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to Provider under this Agreement to provide Services will begin on the extent Effective Date and continue until the close of business on the one year anniversary of the Effective Date (the “Initial Service Period”), provided that if Resource OP desires to continue to obtain or procure any Service from Provider after the Initial Service Period and Provider is willing to continue to provide such services Services, including for a price that compensates Provider for its or its subsidiaries’ costs for such performance (A) replace including the reasonable time of its employees and the expense of any third parties), then this Agreement shall be amended to reflect such terms and the length of any such extension period (the “Extension Period”). Any Service so performed by or on behalf of Provider during the Extension Period shall continue to constitute a Service under this Agreement and be subject in all respects to the provisions of this Agreement, as amended to reflect the terms and price for such Services for the duration of the Extension Period (the last day of the Initial Service Period, or if applicable, the Extension Period, is referred to as the “End Date”). The parties agree that Provider will not be obligated to perform any Service after the final End Date. Notwithstanding the foregoing, the parties acknowledge and agree that Resource OP may determine from time to time that it does not require all the Services set out on the Service Exhibit or that it does not require such Services for the entire period up to the End Date. Accordingly, Resource OP may terminate any Service, in whole and not in part, upon 30 days’ prior notification to C-III in writing of any such determination and commencing on the first calendar day of the month commencing after the expiration of such 30-day period (B) result in the displacementfor example, replacement, or if a notice of termination of a material portion Service is received on October 31, 2020, the Service would terminate on November 30, 2020; but if such notice is received on November 21, 2020, the termination of such Service would occur on January 1, 2021 (unless an earlier date is agreed by the Parties)), the Monthly Services Fee (as defined below) shall be adjusted to deduct the applicable fee for such terminated Service and if the number of employees of the resources or personnel utilized by SEACOR to provide IT Staff are reduced during the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions term of this Section 2.1(d)Agreement, the “Employee Cost” amount on the Service Exhibit shall be adjusted to reflect this occurrence.

Provision of Services. (a) Subject 2.1 Upon notice by ▇▇▇▇▇▇ to Section 2.1(d)NBRS that ▇▇▇▇▇▇ desires NBRS to provide the Services, SEACOR NBRS shall provide to ERA any or all of the Services listed to ▇▇▇▇▇▇ in a commercially reasonable manner that is consistent with the level, character, quantity and described on Schedule A quality of care with which such Services are provided to NBRS by its data processor. ▇▇▇▇▇▇ also expressly acknowledges and such other agrees that the obligation of NBRS to provide the Services as may from time is limited to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee Services expressly set forth for such Service on Schedule A herein or as the parties may shall otherwise agree in writing, in every case, all of . In the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide event that ▇▇▇▇▇▇ requests additional services, NBRS shall only be obligated to perform such additional services as mutually agreed upon by the parties in writing. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior 2.2 Notwithstanding anything to the date of contrary contained in this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior order to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR provide any Service or fulfill any other obligation hereunder NBRS shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide maintain the Services or employment of any specific employee, (ii) purchase, lease or license any additional equipment, software or intellectual property, (iii) incur any un-reimbursed expense of a type or in an amount not customarily incurred by NBRS, (iv) assume any liabilities of ▇▇▇▇▇▇, (v) provide any Service if the performance of such Service could, in NBRS’s reasonable judgment, result in a violation by NBRS (or any affiliate) of any applicable laws, rules or regulations, or a breach of any license or other applicable agreement to which NBRS is a party, (vi) provide services any Service beyond type or level that such Service is provided to SEACORNBRS by its data processor or (vii) provide any Service if NBRS reasonably determines at any time during the term of this Agreement that the provision of such Service would materially disrupt or impair NBRS’s (or any affiliate’s) ordinary course of business or operations. In ▇▇▇▇▇▇ acknowledges and agrees that the event SEACOR procures such services for SEACORprovision of Services hereunder may require NBRS to obtain certain contractual rights, permissions or licenses from third parties. NBRS’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to deliver any Service described in this Agreement is conditional upon NBRS obtaining the consent, where necessary, of any relevant third party provider and NBRS agrees to the extent such services take reasonable action (Aat no expense to NBRS) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under obtain any such third party agreementconsents. If such consent cannot be obtained, the parties shall use their respective reasonable efforts to arrange for alternative methods of delivering such Service, subject to and SEACOR shall have no obligation to make any arrangements whatsoever to replace Services that SEACOR has no obligation to provide to ERA as a result of the terms and conditions of in accordance with this Section 2.1(d)Article II.