Common use of Term and Termination Clause in Contracts

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This a. The “Term” of this Agreement will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be performed on the schedule described in the RFP; if the Services are not completed within such time, at the written request of YHI, the Term will be extended for six (6) additional months. Thereafter, the Term will renew to the extent the parties agree in writing on any such renewal. b. Either party may be terminated by terminate this Agreement if the other party breaches any Party with of its obligations hereunder and fails to cure such breach within seven (7) days after notice from the non-breaching party. c. YHI may terminate this Agreement, in whole or in part, in the event that the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights or creditors. YHI may terminate any or all Services without cause any reason on thirty at least ten (3010) days’ days advance written notice. 8.2 Notwithstanding d. The parties understand that the YHI is an independent body corporate and politic established by Idaho Code § 41-6101 et seq. According to Idaho law, YHI will be financially self-supporting and will not request any other provision financial support from the State of Idaho and will not have the power to tax or encumber assets of the State of Idaho. The obligations of YHI are not those of the State of Idaho. It is expressly understood and agreed that the obligation to proceed under this Agreement, DFAS, the Adviser or the Fund Agreement is conditioned upon YHI's receipt of federal funds. YHI may terminate this Agreement if sufficient federal funds are not received as anticipated by YHI. e. On termination other than for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any uncured material breach by the Company Contractor, (a) Contractor will be due Contractor Fees for Services accepted prior to termination and reimbursement of any representationExpenses incurred prior to termination, warranty, covenant or obligation hereunder. 8.3 Notwithstanding and YHI may condition final payment on execution by Contractor (and any other provision applicable person or entity) of a release of all claims relating to YHI and the Services, and any certificates of originality or other documents required by YHI documenting its ownership of all Deliverables and IP Rights therein, (b) Contractor will immediately deliver to YHI or, if directed by YHI, to a third party, all work then in process, and (c) Contractor will provide reasonable assistance requested by YHI to transition each Project, including execution of documents, and to the extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in fact to execute such documents and assign such subcontracts). The obligations under the following Sections of this Agreement, the Company may terminate Agreement will survive termination of this Agreement for cause on not less than thirty (30) days’ prior written notice to DFASany reason whatsoever: 5, the Adviser 7-14, 16-20, and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder23. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeCompany’s trustees who are not “interested persons”, or if as defined in the 1940 Act, of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, Intermediary Manager or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party (a) the Company shall continue pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for so long all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any Contracts remain outstanding losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to perform such an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 a. The Initial Term of this Agreement shall commence on January 1st, 2011 and it shall continue in effect for a period of One (1) year. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company. b. This Agreement and Executive's employment may be terminated by Company at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid Seventy-five percent (75%) of Executive's then applicable base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise. c. This Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within Executive at Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the event of receiving such noticetermination by Executive pursuant to this subsection, for any material breach by the Company may immediately relieve Executive of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive's original termination notice. d. In the event that Executive is in breach of any material obligation owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, or is convicted of any criminal act, then Company may terminate this Agreement for cause on not less than thirty upon five (305) days’ prior written days notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days Executive. In event of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements termination of the Contracts. 8.5 Notwithstanding any other provision of agreement pursuant to this Agreementsubsection, Executive shall be paid only at the Company may terminate this Agreement by written notice then applicable base salary rate up to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since including the date of this Agreement termination. Executive shall not be paid any incentive salary payments or other compensation, prorated or otherwise. e. In the event Company is acquired, or is the subject non-surviving party in a merger, or sells all or substantially any of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreementits assets, the Company may terminate this Agreement shall not be terminated and Company agrees to ensure that the transferee or surviving company is bound by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter provisions of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement (a) Employee is an employee “at-will,” and Employee’s employment may be terminated by the Company for any Party reason or no reason, with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding cause, at any other provision time by giving the Employee notice of this Agreementthe termination; provided, DFAShowever, the Adviser or the Fund may terminate this Agreement that in consideration for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of Employee entering into this Agreement, the Company agrees that Employee’s employment may terminate this Agreement not be terminated by the Company prior to January 15, 2020 unless the Company is terminating Employee’s employment for cause on not less than thirty Cause (30) days’ prior written notice to DFASas defined in the BRP Group, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, Inc. Omnibus Incentive Plan); provided further that the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgmentdiscretion, exercised to place Employee on paid leave prior to such date. Except as expressly provided in good faiththe preceding proviso, the terms of this Agreement do not and are not intended to create either an express or implied contract of employment with the Company for any particular period of time. Employee may terminate his employment with the Company by giving the Company at least one hundred twenty (120) days prior written notice of termination (“Notice Period”); provided that any upon receipt of notice of termination from Employee, the Company may, in its sole discretion and without affecting the characterization of the Fundtermination of Employee’s employment, terminate Employee’s employment prior to the Portfoliosend of the Notice Period. (b) Upon termination of Employee’s employment for any reason, (i) the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since Company shall pay Employee’s Base Salary that is accrued but unpaid through the date of employment termination (the “Termination Date”), (ii) the Company shall reimburse Employee pursuant to Section 4(e) for reasonable expenses incurred but not paid prior to such termination of employment; provided that Employee must submit those expenses for reimbursement within 30 days after the Termination Date, and (iii) Employee shall be entitled to receive any non-forfeitable benefits already earned and payable to Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company. Except as otherwise expressly provided herein, Employee shall not be entitled to any other salary, bonuses, commission, employee benefits or compensation or payments of any kind from the Company or any of its affiliates after termination of his employment, and all of Employee’s rights to salary, bonuses, commission, employee benefits and other compensation and payments of any kind hereunder which would have accrued or become payable after the Termination Date shall cease upon such Termination Date other than those expressly required under applicable law (including, without limitation, the Consolidated Omnibus Reconciliation Act, 29 U.S.C. § 1161 et. seq., as amended (COBRA)). Upon termination of Employee’s employment for any reason, the effect of such termination on any outstanding equity-based compensation awards shall be governed by the applicable award agreement and related plan for such awards. The Company may offset any amounts Employee owes it against any amounts it owes Employee hereunder; provided, that the Company may not offset against nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), except to the extent permitted by Section 409A of the Code. For the avoidance of doubt, but subject to the proviso in the first sentence of Section 5(a), it is the express intent of the Company and Employee that in no event shall Employee be entitled to receive any amounts upon a termination of Employee’s employment other than the amounts expressly set forth in this Agreement. (c) Employee acknowledges and agrees that BRP Colleague Inc., a Florida corporation and subsidiary of the Company (“BRP Colleague”), and the Company will be co-employers of Employee pursuant to an agreement between BRP Colleague and the Company, and in accordance with that agreement certain payments and benefits under this Agreement shall be provided by BRP Colleague instead of the Company. If such co-employment agreement between BRP Colleague and the Company terminates for any reason, then Employee agrees that his employment by BRP Colleague may terminate but his employment may continue with the Company. In such event, (i) BRP Colleague shall cease to be an employer of Employee for all purposes, and all liabilities and obligations of BRP Colleague as an employer of Employee shall terminate (except that such termination shall not affect the continuation of any outstanding obligation or is liability incurred by BRP Colleague prior thereto), (ii) for the subject avoidance of material adverse publicity. 8.10 Notwithstanding any other provision doubt, Employee’s employment shall not be considered terminated for purposes of this Agreement, any Party may terminate and neither BRP Colleague nor the Company shall owe severance payments or benefits to Employee by reason thereof, and (iii) this Agreement for cause on not less than sixty Agreement, as modified in accordance with clause (60i) days’ prior above, shall remain in full force and effect as an agreement between the Company and Employee. The Company shall provide written notice to Employee if the co-employment agreement between BRP Colleague and the Company terminates. (d) If Employee’s employment with the Company terminates for any reason, Employee shall be deemed to have resigned from all positions that Employee holds as an officer, director or other Parties, unless service provider or representative of PubCo or any other member of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this AgreementCompany Group. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated by as follows: a. By either party at the end of any Party with or without cause on Plan Year following written notice to the other party given at least thirty (30) days’ advance written notice.days prior to the end of the Plan Year; 8.2 Notwithstanding any other provision of this Agreementb. Except as provided in Section 4.03, DFASbelow, the Adviser or the Fund may terminate this Agreement by HEBP for cause on not less than thirty cause, upon ten (3010) days’ days prior written notice (pursuant to the Companyrequirements in SECTION VIII - MISCELLANEOUS PROVISIONS, unless the Company has cured such cause Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of receiving such noticedeficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty upon ten (3010) days’ days prior written notice (pursuant to DFASSECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the Adviser and the Fund, unless DFAS, the Adviser performance of its duties or the Fund, obligations as appropriate, has cured such cause provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written after notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available deficiency is given to meet the requirements of the Contracts.HEBP by Plan Administrator in writing; 8.5 Notwithstanding d. By both parties on any other provision of this Agreementdate mutually agreed to in writing; or e. By either party, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued of fraud or sold misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with applicable state and/or federal lawthe provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, or such law precludes 3.05 a, provided the use of such shares as Agreement may be terminated only if the underlying investment media Plan Administrator fails to pay all amounts due within 30 days of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Partiesoriginal due date; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any b. Immediately upon failure of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts Plan Administrator to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue fund amounts due for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderclaims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 8.1 This a. Executive’s appointment under this Agreement may be commenced as of the Effective Date, and shall terminate on the second (2nd) anniversary thereof, unless terminated by any Party with or without cause on thirty earlier pursuant to Section 4(b) (30) days’ advance the “Initial Service Period”). Unless written notice. 8.2 Notwithstanding any other provision notice of this Agreement, DFAS, the Adviser or the Fund may either party’s desire to terminate this Agreement for cause on not less than thirty (30) days’ prior written notice has been given to the Company, unless the Company has cured such cause within thirty other party at least sixty (3060) days prior to the expiration of receiving the Initial Service Period (or any renewal thereof contemplated by this sentence), the term of Executive’s appointment hereunder shall be automatically renewed for successive one-year periods (such noticeterm, for any material breach by including the Company of any representationInitial Service Period, warrantyas it may be extended, covenant or obligation hereunderthe “Service Period”). 8.3 Notwithstanding any other provision of this Agreement, the Company (i) Either party may terminate Executive’s appointment under this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, Service Period at any time by giving the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than party sixty (60) days’ prior written notice to all other Parties(or, unless any in the case of the other Parties has cured Company, by paying Base Salary in lieu of such cause within notice); and (ii) the Company may terminate Executive’s appointment under this Agreement and the Service Period for “Cause” (as defined below) at any time without provision of notice or payment of any compensation of any kind not accrued as of the date of termination. In the event the Company elects to terminate Executive’s appointment under this Agreement and the Service Period without Cause, payment of Executive’s Base Salary during the aforementioned sixty (60) day notice period shall be subject to Executive’s timely execution of an effective release and waiver of claims in favor of the Company, its subsidiaries and affiliates (and each of their respective officers and directors) on a form provided by the Company and such release becoming irrevocable no later than sixty (60) days following the date of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementtermination. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Board, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeCompany’s trustees who are not “interested persons”, or if as defined in the 1940 Act, of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, the Adviser and DFAS with respect to any Portfolio Distribution Manager. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party (a) the Company shall continue pay to the Distribution Manager all earned but unpaid compensation and reimbursement for so long all incurred, accountable compensation to which the Distribution Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any Contracts remain outstanding losses suffered by the Company or any officer or trustee of the Company arising from the Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to perform such an indemnification claim against the Distribution Manager under Section 4.b. herein, and (b) the Distribution Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Distribution Manager. The Distribution Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 a. This Agreement shall commence on the date specified above and shall remain in effect for a period of one (1) year, unless terminated earlier as provided herein. After the first year this Agreement shall automatically renew for successive one year periods, unless either party expresses in writing its intention not to in advance of the renewal date. b. This Agreement may be terminated at any time by any Party with or without cause on thirty either party, effective upon sixty (3060) days’ advance days written notice. 8.2 Notwithstanding any other provision of this Agreementnotice by either party to the other. Furthermore, DFAS, the Adviser or the Fund either party may terminate this Agreement immediately in the event that the other party has materially breached any of its obligations under the Agreement; or, has been adjudged a bankrupt, has become insolvent by any test, has filed any petition in any court of bankruptcy or equivalent court for cause on receivership, reorganization, bankruptcy, arrangement or relief from debts or creditors, or for any other relief whatsoever, has had any such petition filed against it, or has made any assignment for the benefit of creditors or has any substantial part of its assets subjected to any involuntary lien which is not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause removed within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the after notice thereof.. In addition Company may terminate this the Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio effective immediately in the event that such Portfolio Dealer's authorized representative identified to Company as representing Dealer in the Territory ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualifyrepresent Dealer. 8.7 Notwithstanding any other provision c. Company agrees to fill all Dealer's orders accepted by Company prior to termination to the extent the payment provisions hereof can be fully complied with and Dealer agrees to accept shipment and make payment for such orders, all in accordance with the provisions of this Agreement; to the same extent as if termination had not occurred. In the event of termination by reason of cessation of employment of Dealer's authorized representative, Company shall have the right to terminate any and all further obligations unless it receives assurances satisfactory to Company that further obligations of Dealer will be performed. d. The parties recognize, and acknowledge, that certain provisions contained herein may conflict with or differ from the laws of the Territory. To the extent that any provision contained herein is different from, or conflicts with, any laws of the Territory, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS parties hereby waive their rights with respect to any Portfolio in such laws, because it is the event that such Portfolio fails to satisfy the diversification requirements of Section 817 express intent of the Code parties to relay exclusively on the contractual provisions bargained for and the Treasury regulations promulgated thereunderagreed to herein. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may commences on the Effective Date. The Initial Term will be terminated five (5) years after the Effective Date or as otherwise agreed upon by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision the parties, subject to renewal and to earlier termination as hereinafter provided. Upon the expiration of this Agreement, DFASthe Initial Term, the Adviser Agreement will automatically renew for successive Renewal Terms of one (1) year each at i3’s then current fees unless either party provides written notice of non-renewal 30 days prior to expiry of the applicable Term or as otherwise agreed upon by the Fund parties. Either party may terminate this Agreement for cause on not less than thirty (30) days’ or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least 30 days prior written notice to the date of the expiration of the then current Term. In addition to any other rights granted to i3 herein, i3 reserves the right to terminate the Company’s password account or use of the CMS, unless to suspend or terminate this Agreement and the Company’s access to the CMS if the Company’s account becomes delinquent (falls into arrears) or as a result of the Company’s default in any of its obligations. The Company will continue to be charged for User licenses during any period of suspension. If the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision i3 initiates termination of this Agreement, the Company may terminate this Agreement for cause will be obligated to pay the balance due on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination account for the remaining Term, computed in accordance with the Charges and Payment of Fees section above. The Company agrees that shares of i3 may charge such Portfolio are not reasonably available unpaid fees to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, Company’s credit card or otherwise ▇▇▇▇ the Company may terminate this Agreement by written notice for such unpaid fees. The Company agrees and acknowledges that i3 has no obligation to retain the Fund, the Adviser and DFAS with respect to any Portfolio Customer Data in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement’s default, the Company and may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that delete such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFASCustomer Data, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of defaulted pursuant to this Agreement, any Party may terminate including but not limited to failure to pay outstanding fees or charges, and such default has not been cured within 30 days of notice of such default. i3 reserves the right to impose a reconnection fee in the event the Company’s access to the CMS is suspended for default and the Company thereafter requests access to the CMS. For hosted services: In the event this Agreement for cause on not less is terminated (other than sixty (60) days’ prior written notice by the Company’s default), i3 will make available to all other Parties, unless any the Company a file of the other Parties has cured such cause Customer Data within sixty (60) 30 days of receiving termination if the Company so requests at or before the time of termination. The Company agrees and acknowledges that i3 has no obligation to retain the Customer Data, and may delete such noticeCustomer Data, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementmore than 30 days after termination. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) This Agreement Option shall expire on the date that is ten (10) years from the Grant Date (the "Expiration Date"); provided, that: (i) if Participant's employment is terminated for cause or by Participant’s resignation, the entire portion of this Option not theretofore exercised shall terminate effective as of the date of termination; (ii) if Participant's employment is terminated as a result of the death of Participant, this Option may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreementexercised, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Companyextent vested on the date of Participant's death, unless by Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Company has cured such cause within thirty Option shall pass by will or by the laws of descent and distribution) at any time prior to the earlier of (30i) days of receiving such notice, the date that is three months after death and (ii) the Expiration Date; and (iii) if Participant's employment is terminated for any material breach reason other than by the Company of any representationfor cause, warrantyParticipant's resignation or Participant's death this Option may be exercised, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund extent vested on the effective date of termination of Employment, at any time prior to the earlier of (i) the date that is three months after the effective date of termination and DFAS with respect to any Portfolio based upon (ii) the Company’s determination that shares of such Portfolio are not reasonably available to meet Expiration Date. Without limiting the requirements generality of the Contracts. 8.5 Notwithstanding any other provision foregoing, if Participant is permanently and totally disabled (within the meaning of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal lawsection 105(d)(4), or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreementsuccessor section, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code), or if the Company reasonably believes that any such Portfolio this Option may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreementbe exercised, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since extent vested on the date of this Agreement disability, by Participant (or is the subject of material adverse publicity. 8.9 Notwithstanding his or her legal representative) at any other provision of this Agreement, the Company may terminate this Agreement by written notice time prior to the Fund, earlier of (i) the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, date that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since is three months after the date of this Agreement or is such disability and (ii) the subject of material adverse publicityExpiration Date. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change inParticipant may exercise all or part of this Option at any time before its expiration pursuant to Section 3(a), or other material revision tobut only to the extent that this Option had become exercisable for vested shares on the exercise date. Upon termination of Participant's Employment for any reason, this Option shall expire immediately with respect to the Contracts or the prospectus(es) number of the Portfolios, Shares for which material change or revision this Option is not acceptable yet exercisable. In the event that the Participant dies after termination of Employment but before the earlier of (i) the date that is three months after the effective date of termination and (ii) the Expiration Date, all or part of this Option may be exercised (prior to any the Expiration Date) by the Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of the other Parties; ordescent and distribution). (c) any action taken by federal, state Nothing contained in this Agreement shall limit or other regulatory authorities of competent jurisdiction which, in be deemed to limit the reasonable judgment of any of Company's rights to terminate the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this AgreementParticipant's Employment. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (A) This Agreement shall be effective as of the date hereof. (B) This Agreement and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (C) This Agreement and the employment of the Executive may be terminated by Hub for any reason whatsoever upon prior written notice to the Executive, or by the Executive for Good Reason upon written notice to Hub, provided that, in the event that the Agreement is terminated in accordance with this Section 5(C), the Executive shall be: (i) paid the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (ii) (a) an amount equal to twelve (12) months’ Basic Compensation; (b) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior annual incentive plan component of the bonus paid to the Executive; and (c) the value of the group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months, provided that in the event that the Executive breaches any of the provisions of Section 4 hereof, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under this Section 5(C) or by way of any other damages, compensation or pay in lieu of notice; and provided further that in no event shall the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (D) Notwithstanding Section 5(B), this Agreement may be terminated immediately by Hub for Cause, without further obligation to the Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of termination. (E) Notwithstanding Section 5(B), this Agreement may be terminated by any Party with or without cause on thirty Hub due to the Disability of the Executive upon ninety (3090) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the CompanyExecutive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (F) Notwithstanding Section 5(B), this Agreement shall be terminated immediately upon the Death of the Executive or, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach otherwise agreed by the Company parties, upon the Executive’s attaining sixty-five (65) years of any representationage, warranty, covenant or obligation hereunderprovided that the Executive shall be entitled to receive an amount equal to the Basic Compensation. 8.3 Notwithstanding any other provision (G) In the event of termination of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreementterms hereof, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements provisions of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party 4 shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof in full force and the payment of benefits thereundereffect.

Term and Termination. 8.1 11.1 This Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser Dealer Manager or the Fund in the event that (a) the Fund or the Dealer Manager shall have materially failed to comply with any of the material provisions of this Agreement or (b) the Fund or the Dealer Manager materially breaches any of its representations and warranties contained in this Agreement and, in the case of the Fund, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement for cause on under this sentence unless such failure(s) or breach(es) under clause (a) or (b) above is or are not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days after such party has delivered notice of receiving such noticeintent to terminate under this Section 11.1. In any case, for this Agreement shall expire at the close of business on the Termination Date. 11.2 Notwithstanding Section 11.1, this Agreement may be terminated at any material breach by time, without the Company payment of any representationpenalty, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision by vote of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and a majority of the Fund, unless DFAS, ’s trustees who are not “interested persons” (as defined in the Adviser or the Fund, as appropriate, has cured such cause within thirty (301940 Act) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon who have no direct or indirect financial interest in the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements operation of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued distribution plan or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is by vote a majority of the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any outstanding voting securities of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less more than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling personDealer Manager; however, a change and will automatically terminate in the name event of the Party will not constitute a change in control; its assignment (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, as defined in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement1940 Act). 8.11 Notwithstanding 11.3 Upon the expiration or termination of this Agreement, each Party the Dealer Manager shall continue (i) promptly deposit all funds, if any, in its possession which were received from investors for so long the sale of Offered Shares into the appropriate account designated by the Fund, (ii) promptly deliver to the Fund all records and documents in its possession which relate to the Offering and are not designated as any Contracts remain outstanding dealer copies, (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering and (iv) to perform the extent not disclosed by the Fund in a public filing with the SEC, notify Selected Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents, but shall keep all such information confidential. The Dealer Manager shall use its duties hereunder best efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund. 11.4 Upon expiration or termination of this Agreement, the Fund shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under this Agreement at such time as are necessary to ensure the continued tax status thereof and the payment of benefits thereundersuch compensation becomes payable.

Term and Termination. 8.1 A. This Agreement may be shall commence on the Effective Date and shall remain in effect until terminated by any Party in accordance with the terms of this Section 10, provided, however, that termination shall not affect the respective obligations or without cause on thirty (30) days’ advance written noticerights of the parties arising under this Agreement prior to the effective date of termination, all of which shall continue in accordance with their terms. 8.2 Notwithstanding any other provision of this Agreement, DFAS, B. Covered Entity shall have the Adviser or the Fund may right to terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within any reason upon thirty (30) days written notice to Business Associate. C. Covered Entity, at its sole discretion, may immediately terminate this Agreement and shall have no further obligations to Business Associate if any of receiving such notice, for the following events shall have occurred and be continuing: A. Business Associate fails to observe or perform any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate contained in this Agreement for cause on not less than thirty ten (3010) days’ prior days after written notice thereof has been given to DFAS, the Adviser and Business Associate by Covered Entity; or B. A violation by the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund Business Associate of any representation, warranty, covenant provision of the Confidentiality Requirements or obligation hereunderother applicable federal or state privacy law relating to the obligations of the Business Associate under this Agreement. 8.4 Notwithstanding any other provision D. Termination of this AgreementAgreement for either of the two reasons set forth in Section 10.c above shall be cause for Covered Entity to immediately terminate for cause any Business Arrangement pursuant to which Business Associate is entitled to receive PHI from Covered Entity. E. Upon the termination of all Business Arrangements, the Company either Party may terminate this Agreement by providing written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contractsother Party. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date F. Upon termination of this Agreement for any reason, Business Associate agrees either to return to Covered Entity or is to destroy all PHI received from Covered Entity or otherwise through the subject performance of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faithservices for Covered Entity, that any is in the possession or control of Business Associate or its agents. In the Fund, case of PHI which is not feasible to “return or destroy,” Business Associate shall extend the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date protections of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially PHI and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions limit further uses and disclosures of such Party’s participation in PHI to those purposes that make the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreementreturn or destruction infeasible, each Party shall continue for so long as any Contracts remain outstanding Business Associate maintains such PHI. Business Associate further agrees to perform comply with other applicable state or federal law, which may require a specific period of retention, redaction, or other treatment of such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderPHI.

Term and Termination. 8.1 In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any Party material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or without cause (b) on thirty (30) 60 days’ advance written notice. 8.2 Notwithstanding any other provision . In addition, the Dealer Manager, upon the expiration or termination of this Agreement, DFASshall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Adviser or Minimum Offering has been reached, into such other account as the Fund Company may terminate this Agreement for cause on not less than thirty designate; and (30b) days’ prior written notice promptly deliver to the CompanyCompany all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, unless at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company has cured such cause within thirty (30) days to accomplish any orderly transfer of receiving such notice, for any material breach management of the Offering to a party designated by the Company of any representation, warranty, covenant Company. Upon expiration or obligation hereunder. 8.3 Notwithstanding any other provision termination of this Agreement, the Company may terminate this Agreement shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for cause on not less than thirty (30) days’ prior written notice all incurred, accountable compensation to DFAS, which the Adviser and the Fund, unless DFAS, the Adviser Dealer Manager is or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision becomes entitled under Section 5 of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect including but not limited to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available Distribution Fees, pursuant to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice that Section 5 at such times as such amounts become payable pursuant to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use terms of such shares as the underlying investment media of the Contracts issued or to be issued Section 5 without acceleration, offset by any losses suffered by the Company. 8.6 Notwithstanding , any other provision officer or director of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one person or all shall determine, in their sole judgment, exercised in good faith, that firm which has signed the Registration Statement or any person who controls the Company has suffered a material adverse change in its business, operations, financial condition or prospects since within the date meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company may terminate this Agreement by written notice shall not pay any such compensation and reimbursements to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicityDealer Manager. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (1) The parties acknowledge that the Executive has been employed by Hub International since the commencement date set out in Schedule "A" and agree that this Agreement codifies the existing arrangements regarding the Executive's employment. (2) This Agreement and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (3) This Agreement and the employment of the Executive may be terminated by Hub International for any reason whatsoever upon prior written notice to the Executive, or by the Executive for Good Reason upon written notice to Hub International, provided that, in the event that the Agreement is terminated in accordance with this Section 4(3), the Executive shall, subject to deduction and remittance to the appropriate governmental authority of all applicable taxes and other amounts, be paid: (a) the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (b) (i) an amount equal to twelve (12) months' Basic Compensation; (ii) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior Bonus paid to the Executive; and (iii) the value of the group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months, provided that in the event that the Executive breaches any of the provisions of the Confidentiality, Non-Solicitation and Insider Agreement, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under Section 4(3)(b) or by way of any other damages, compensation or pay in lieu of notice; and provided further that in no event shall the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (4) Notwithstanding Sections 4(2) and 4(3)(b), this Agreement may be terminated immediately by Hub International, for Cause, without further obligation to the Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of termination. (5) Notwithstanding Sections 4(2) and 4(3)(b), this Agreement may be terminated by any Party with or without cause Hub International on thirty notice to the Executive due to the Disability of the Executive, upon ninety (3090) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior ' written notice to the CompanyExecutive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (6) Notwithstanding Section 4(2) and 4(3), this Agreement shall be terminated immediately upon the Death of the Executive or, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach otherwise agreed by the Company parties, upon the Executive's attaining sixty-five (65) years of any representationage, warranty, covenant or obligation hereunderprovided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. 8.3 Notwithstanding any other provision (7) In the event of termination of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal lawthe terms hereof, or such law precludes the use of such shares as the underlying investment media provisions of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this AgreementConfidentiality, the Company may terminate this Non-Solicitation and Insider Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof in full force and the payment of benefits thereundereffect.

Term and Termination. 8.1 (a) Subject to this Section 11, the initial term of this Agreement shall be two (2) years commencing on the date of this Agreement and, following such initial term, this Agreement shall be renewed annually thereafter on the anniversary of the date of the Original Agreement if the Management Agreement is renewed by (i) the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the trustees of the Trust who are not interested persons of the Trust or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; provided that this Agreement shall not be renewed and shall terminate on any such renewal date if the Company or the Investment Manager provides written notice of termination to the other party hereto not later than 120 days prior to the end of the initial term or 120 days prior to the end of any annual renewal period thereafter. The term of this Agreement shall also terminate upon: (i) any assignment of this Agreement, which termination shall be automatic; (ii) a termination of the Agreement required by law, governmental regulation or any governmental or regulatory authority; (iii) the termination date set forth in a notice of termination delivered by the Company to the Investment Manager not less than 60 days prior to the termination date set forth therein, as a result of (I) a vote of the Board of Trustees of the Trust to terminate the Management Agreement, or (ii) a vote of a majority of the outstanding voting securities of the Fund to terminate the Management Agreement; or (iv) upon mutual agreement of the parties hereto. (b) This Agreement may be terminated forthwith by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written either party giving notice in writing to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for other party if at any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonstime: (ai) change in control of any Party the party notified shall go into liquidation or such Party’s ultimate controlling person; howeverreceivership or an examiner, a change in the name of the Party will not constitute a change in control; (b) a material change inreceiver, administrator, trustee or official assignee or other material revision to, similar officer shall be appointed (except for a voluntary solvent liquidation upon terms previously approved in writing by the Contracts notifying party) or the prospectus(es) of the Portfolios, which material change be unable to pay its debts as they fall due (or revision is not acceptable if anything analogous to any of the other Partiesforegoing events occur in any applicable jurisdiction); or (ii) the party notified shall commit any breach of the provisions of this Agreement and shall not have remedied that within 30 days after the service of written notice requiring it to be remedied. Each party shall forthwith notify the other party on the happening or possible occurrence of an event specified in this sub-Article. (c) any action taken by federalFor purposes of this Section 11, state or other regulatory authorities the terms “vote of competent jurisdiction which, a majority of the outstanding voting securities,” “interested person,” and “assignment” shall have their respective meanings defined in the reasonable judgment of any of 1940 Act, subject, however, to such exemptions as may be granted by the Parties, either (i) materially Securities and adversely alters Exchange Commission under the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement1940 Act. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) This Agreement may be shall become effective as of the date hereof and, unless terminated by any Party with or without cause on thirty earlier as provided herein, shall continue for a period of ten (3010) days’ advance written noticeyears. 8.2 Notwithstanding (b) Without prejudice to any other provision of rights either party may have under this Agreement, DFASapplicable law or rule of equity, either party shall have the Adviser or the Fund may option to terminate this Agreement for cause on not less than thirty in the event: (30i) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any other party commits a material breach by the Company of any representation, warrantyterm, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or and such breach is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause remedied within sixty (60) days after the aggrieved party has delivered notice of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable breach to any of the other Partiesparty; or (ii) the other party becomes insolvent within the meaning of any bankruptcy or insolvency law, or makes an assignment for the benefit of its creditors. (c) Agrilink may terminate this Agreement, with respect to any particular Raw Products to be delivered to Agrilink hereunder, if an attachment, execution or foreclosure of any lien is levied against such Raw Products and such attachment, execution or lien foreclosure is not remedied within ten (10) days after Agrilink has sent written notice of such event to Pro-Fac or such action taken by federal, state or other regulatory authorities of competent jurisdiction whichotherwise impairs, in the reasonable judgment any material respect, Agrilink's ability to either take title, free and clear of all liens, other than Permitted Liens, to any such Raw Products or use such Raw Products. (d) Agrilink may terminate this Agreement in connection with a Change of the PartiesControl. "Change of Control" shall mean any transaction or series of transactions, either including any sale, transfer or issuance by securities sale, merger, consolidation, recapitalization or otherwise, that results, directly or indirectly, in (i) materially and adversely alters the terms, advantages and/or benefits a transfer of all or substantially all of the Contracts to current or prospective purchasers; assets of Agrilink, or (ii) materially Vestar Capital Partners IV, L.P. and its affiliates ceasing to possess, directly or adversely alters indirectly, the terms or conditions power to elect a majority of such Party’s participation in Agrilink Holdings, Inc.'s board of directors. If this Agreement is terminated pursuant to this Paragraph 16(d) within three (3) years following the subject matter date hereof, then Agrilink shall pay to Pro-Fac a fee (a "Termination Fee") equal to $20,000,000 minus the aggregate amount of any Shortfall Adjustments previously paid. If this AgreementAgreement is terminated pursuant to this Paragraph 16(d) at a time later than three (3) years following the date hereof, then no Termination Fee shall be payable. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any Party material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or without cause (b) on thirty (30) 60 days’ advance written notice. 8.2 Notwithstanding . In any other provision case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, DFASshall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Adviser or Minimum Offering has been reached, into such other account as the Fund Company may terminate this Agreement for cause on not less than thirty designate; and (30b) days’ prior written notice promptly deliver to the CompanyCompany all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, unless at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company has cured such cause within thirty (30) days to accomplish any orderly transfer of receiving such notice, for any material breach management of the Offering to a party designated by the Company of any representation, warranty, covenant Company. Upon expiration or obligation hereunder. 8.3 Notwithstanding any other provision termination of this Agreement, the Company may terminate this Agreement shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for cause on not less than thirty (30) days’ prior written notice all incurred, accountable compensation to DFAS, which the Adviser and the Fund, unless DFAS, the Adviser Dealer Manager is or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision becomes entitled under Section 5 of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect including but not limited to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available Ongoing Class T Dealer Manager Fees and Distribution Fees, pursuant to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice that Section 5 at such times as such amounts become payable pursuant to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use terms of such shares as the underlying investment media of the Contracts issued or to be issued Section 5, offset by any losses suffered by the Company. 8.6 Notwithstanding , any other provision officer or director of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one person or all shall determine, in their sole judgment, exercised in good faith, that firm which has signed the Registration Statement or any person who controls the Company has suffered a material adverse change in its business, operations, financial condition or prospects since within the date meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company may terminate this Agreement by written notice shall not pay any such compensation and reimbursements to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicityDealer Manager. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by any Party with respect to some or all of the Portfolios with or without cause on thirty sixty (3060) days’ days advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder, or if the Company reasonably believes that any such Portfolio may fail to satisfy such requirements and so notifies the Fund. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonsof: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (cb) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding any other provision of this Agreement, the Fund, DFAS, or the Adviser may terminate this Agreement by written notice to the Company in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, a state insurance commissioner or like official of any state or any other regulatory body of competent jurisdiction regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Portfolios’ shares; provided, however, that the Fund, DFAS, or the Adviser determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement. 8.12 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the other Parties in the event that formal administrative proceedings are instituted against the Fund, DFAS, or the Adviser by FINRA, the SEC, or any state securities department or any other regulatory body of competent jurisdiction; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, DFAS, or the Adviser to perform its obligations under this Agreement. 8.13 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement upon any substitution of the shares of another investment company or series thereof for shares of a Portfolio, provided that the Company has given at least sixty (60) days prior written notice to the Fund of the date of substitution. 8.14 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder, with respect to a Portfolio and the corresponding subaccount of each Account.

Term and Termination. 8.1 15.1 This Agreement may is concluded by the parties for an agreed term; otherwise a term of 1 (one) year shall apply. After the expiry of the term the Agreement will be extended automatically by a term of 1 (one) year if it is not terminated by any Party one of the parties with or without cause on thirty a period of notice of at least 6 (30six) days’ advance written noticemonths to the end of the existing term. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund 15.2 Each party may terminate this Agreement extraordinarily and without notice if the other party fails to fulfil the essential obligations of the Agreement and this omission is not remedied within a reasonable deadline – after a proper written request in this respect. 15.3 XXImo is entitled to terminate the Agreement with immediate effect without this requiring a notification of default and without XXImo being liable for cause on the damages, which are incurred towards the Customer as a result thereof, if - the card company refuses to reach an agreement with the Customer; - the Customer files an application for insolvency, an application for insolvency is filed by a third party and is not less than thirty (30) days’ prior written notice withdrawn within two weeks, the insolvency proceedings are opened or an application is refused for the opening of the insolvency proceedings in the absence of sufficient assets - the company of the Customer is dissolved or closed. This shall apply irrespective of the right of XXImo to assert compensation for the suffered damages after the premature termination of the Agreement. 15.4 The termination of the Agreement will not release the Customer from payment obligations for a service, which was already provided by XXImo, if XXImo is not in default with regard to a certain service. Amounts, which XXImo invoiced before the termination already, which refer to the Company, unless fulfilment of the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser are due and the Fund, unless DFAS, the Adviser or the Fund, payable immediately as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicitytermination. 8.9 Notwithstanding any other provision of this Agreement, 15.5 XXImo will be entitled to terminate the Company may terminate this Agreement by written notice and/or to block (part of) and/or limit access to the FundService(s) if a Customer or Cardholder restricts or impedes the processing of personal data by XXImo in any way, which includes the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any exercise of the Fundrights granted to the involved parties under the General Data Protection Regulation, the Portfolios, the Adviser and such restriction or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or impediment affects data that is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice necessary to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the termsensure compliance with statutory obligations of XXImo, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially to provide the Service(s) by XXImo or adversely alters the terms other service providers or conditions (iii) safeguard legitimate interests of such Party’s participation in the subject matter of this AgreementXXImo, e.g. pursuant to Section 6 para. 1 sentence 1 lit. f GDPR. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any Party material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or without cause (b) on thirty (30) 60 days’ advance written notice. 8.2 Notwithstanding any other provision . In addition, the Dealer Manager, upon the expiration or termination of this Agreement, DFAS, shall (a) promptly deposit any and all funds in its possession which were received from investors for the Adviser or sale of Shares into such account as the Fund Company may terminate this Agreement for cause on not less than thirty designate; and (30b) days’ prior written notice promptly deliver to the CompanyCompany all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, unless at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company has cured such cause within thirty (30) days to accomplish any orderly transfer of receiving such notice, for any material breach management of the Offering to a party designated by the Company of any representation, warranty, covenant Company. Upon expiration or obligation hereunder. 8.3 Notwithstanding any other provision termination of this Agreement, the Company may terminate this Agreement shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for cause on not less than thirty (30) days’ prior written notice all incurred, accountable compensation to DFAS, which the Adviser and the Fund, unless DFAS, the Adviser Dealer Manager is or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision becomes entitled under Section 5 of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect including but not limited to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available Distribution Fees, pursuant to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice that Section 5 at such times as such amounts become payable pursuant to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use terms of such shares as the underlying investment media of the Contracts issued or to be issued Section 5 without acceleration, offset by any losses suffered by the Company. 8.6 Notwithstanding , any other provision officer or director of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one person or all shall determine, in their sole judgment, exercised in good faith, that firm which has signed the Registration Statement or any person who controls the Company has suffered a material adverse change in its business, operations, financial condition or prospects since within the date meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, action by the Company may terminate this Agreement by written notice Dealer Manager that would otherwise give rise to an indemnification claim against the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter Dealer Manager under Section 7.b. of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written noticeshall have a term of twenty years following the Effective Date. 8.2 Notwithstanding any other provision of this Agreement, DFAS, The University shall have the Adviser or the Fund may right to terminate this Agreement for cause on not less than thirty (30) days’ prior written when in the sole opinion of the University there appears to be no reasonable prospect or expectation of the successful Protection or Commercialization of the SOFTWARE. In the event of such termination, the University shall be released from its obligation to pay any further Direct Costs. The University shall advise the Authors of its intention to terminate the Agreement by notice in writing sent to the Authors in accordance with Article 11. 8.3 In the event of termination of this Agreement under Article 8.2 and upon the Authors formally providing notice to the CompanyUniversity, unless in accordance with Article 11, that they wish to independently continue to pursue the Company Protection and Commercialization of the SOFTWARE, the Authors and the University agree to thereafter reasonably negotiate a post-termination settlement agreement whereby the University shall reassign any right, title and interest in the SOFTWARE to the Authors, or such other single third party as may be identified in writing by all of the Authors, subject to the University being entitled to: i) reimbursement of all past Direct Costs and ii) a reasonable future claim of Revenue and/or Equity that may be independently generated by the Authors, such future claim of Revenue and/or Equity to be reasonable and commensurate with WatCo’s level of investment and effort to advance the commercial readiness of the SOFTWARE prior to termination. 8.4 If a Commercialization agreement for the SOFTWARE has cured not been executed within five (5) years of the Effective Date, Authors thereafter shall have the right to terminate this Agreement by providing the University with ninety (90) days written notice in accordance with Article 11. For clarity, the Authors shall not have the right to terminate this Agreement upon WatCo formally executing a Commercialization agreement with a third party within five (5) years of the Effective Date. 8.5 In the event the Authors elect to terminate in accordance with Section 8.4, they are entitled to request the assignment of any SOFTWARE Rights (eg. patents, trademarks, copyright, etc) upon entering into a formal agreement to personally assume any post termination date costs arising related to the Intellectual Property Rights and to reimburse the University its Direct Costs. The Intellectual Property Rights shall not be formally assigned to the Authors until the University has been reimbursed its Direct Costs and the University is under no obligation to pay any further IP Protection costs after the termination date. The Authors acknowledge that IP Protection activities are often driven by specific deadlines with the requirement to pay fees to various government authorities (eg. Patent Office). The Authors further acknowledge and agree that any delay in reimbursing the University’s Direct Costs, which by extension would delay the formal assignment of Intellectual Property Rights back to the Authors, could thus have a negative impact on maintaining such cause IP assets in good standing. Further, any Revenue and/or Equity which are due or which become due within one (1) year from the date of such termination, and which are subsequently received by the Authors from a party to whom WatCo had previously invested effort in engaging such party in Commercialization discussion related to the IP, shall be shared with the University in the manner described in Section 7.1. Authors shall remit such payments or provision of share certificate to the University within thirty (30) days of receiving such notice, for any material breach by after the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements end of the Contractscalendar quarter within which Authors receive such Revenue and/or Equity. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement shall take effect from the Effective Date and shall continue to be in force for an initial period of 1 year[s] ("Initial Term”). A new 1-year Term shall commence upon the expiration of the Initial Term. This renewal and termination procedure shall apply for each subsequent 1-year Term after the Initial Term. Notwithstanding Clause 3.1, this Agreement may be terminated at any time in any of the following ways: on at least 3 months’ notice by Contractor to SeaRates; at any time by SeaRates on the expiry of 1 months’ notice to Contractor; or failure by either Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision to remedy a material breach of this Agreement, DFAS, Agreement which has not been remedied within 15 Days after notice of the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company breach has cured such cause within thirty (30) days of receiving such notice, for any material breach been served by the Company other party; immediately by either Party if the other Party enters into any form of any representationinsolvency, warrantybankruptcy, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreementreceivership, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal lawadministration, or such law precludes the use of such shares as the underlying investment media of the Contracts issued ceases or threatens to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice cease to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in carry on its business, operationsor passes a resolution for winding up, financial condition or prospects since the date of this Agreement or is the subject unable to pay its debts; if either Party due to an event of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreementforce majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause with immediate effect. ‘Material breach’ of this Agreement includes a breach of the Contractor’s insurance obligations, in accordance with Section 7; a failure by Contractor to pay claims when due, or a failure on not less than sixty (60) days’ prior written notice the part of the Contractor to all other Parties, unless fulfil and deliver any of the other Parties has cured Services as defined herein on 3 occasions each month for 2 consecutive months and such cause within sixty (60) days failure reoccurs in the third consecutive month. Termination of receiving such notice, this Agreement for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable reason whatsoever shall be without prejudice to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially ' rights and adversely alters obligations under the terms, advantages and/or benefits of the Contracts Agreement which have accrued prior to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter termination. The clauses and provisions of this Agreement. 8.11 Notwithstanding Agreement which by their nature survive termination shall remain in full force and effect notwithstanding the termination of this AgreementAgreement for whatever reason. If this Agreement is terminated the Contractor shall immediately return to SeaRates, each Party on receipt of SeaRates’s written instruction, all SeaRates’s lists, operations manuals, technical guidelines, documents and/or property relating and/or belonging to SeaRates in the Contractor’s possession. Should the Contractor fail to make available the items within 14 (fourteen) Days of receipt of a written instruction as per 3.5 above, the Contractor shall continue for so long as any Contracts remain outstanding to perform such compensate SeaRates the insured value of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderitems.

Term and Termination. 8.1 This Agreement may be shall continue in force until June 30, 2015, unless otherwise terminated by any Party with or without cause on as provided herein. If no party gives written notice to the other at least thirty (30) days’ days prior to the expiration date hereof that this Agreement is to terminate, then this Agreement shall automatically continue thereafter for consecutive two year periods until terminated by any party by written notice given at least thirty (30) days in advance written notice. 8.2 Notwithstanding any other provision of this Agreementthe expiration of the then current term. In addition, DFASand notwithstanding the foregoing, the Adviser or the Fund Manager may terminate this Agreement for cause on at any time upon delivery of written notice to the Company not less than sixty (60) days prior to the effective date of termination. The Company may terminate this Agreement (i) at any time upon delivery of written notice to Manager not less than thirty (30) days’ days prior written notice to the Companyeffective date of termination, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser (and DFAS with respect to any Portfolio only in the event that such Portfolio ceases to qualify as of) a “regulated investment company” under Subchapter M showing by Company of willful misconduct, gross negligence or deliberate malfeasance of the CodeManager, its agents, servants or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio employees in the event that such Portfolio fails to satisfy performance of Manager’s duties hereunder and (ii) immediately upon the diversification requirements occurrence of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonsfollowing: (a) change A decree or order is rendered by a court having jurisdiction (i) adjudging Manager as bankrupt or insolvent, or (ii) approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for Manager under the federal bankruptcy laws or any similar applicable law or practice, or (iii) appointing a receiver or liquidator or trustee or assignee in control bankruptcy or insolvency of any Party Manager or such Party’s ultimate controlling person; however, a change in the name substantial part of the Party will not constitute a change in control;property of Manager, or for the winding up or liquidating of its affairs; or (b) Manager (i) institutes proceedings to be adjudicated a material change involuntary bankrupt or an insolvent, (ii) consents to the filing of a bankruptcy proceeding against it, (iii) files a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or relief under any similar applicable law or practice, (iv) consents to the filing of any such petition, or other material revision toto the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its property, (v) makes an assignment for the Contracts benefit of creditors, (vi) is unable to or admits in writing its inability to pay its debts generally as they become due unless such inability shall be the prospectus(es) fault of the Portfoliosother party, which material change or revision is not acceptable to (vii) takes corporate or other action in furtherance of any of the other Partiesaforesaid purposes; or (c) With respect to any action taken particular Project, the sale of such Project. If Owner shall materially breach its obligations hereunder, and such breach remains uncured for a period of ten (10) days after written notification of such breach, then Manager may terminate this Agreement by federal, state or other regulatory authorities of competent jurisdiction which, in giving written notice to Owner and Owner agrees to pay Manager the reasonable judgment of any fees due to Manager pursuant to Section 4.1 for the unexpired portion of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementterm. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (30a) days’ advance written notice. 8.2 Notwithstanding any other provision The term of this AgreementAgreement commences on the Effective Date and continues until terminated as provided below (the "Term"). The Term will automatically renew for additional successive Contract Years unless and until MLNA/MLMX provides notice of nonrenewal at least 30 days before the end of the then-current Term, DFAS, the Adviser or the Fund unless and until earlier terminated as provided under this Agreement (b) MLNA/MLMX may terminate this Agreement for cause (including all Purchase Orders), on not less than thirty (30) days’ prior written notice to the CompanySupplier: (i) if Supplier repudiates or threatens to repudiate any of its obligations under this Agreement; (ii) if Supplier is in breach of, unless the Company has cured such cause within thirty (30) days of receiving such noticeor threatens to breach, for any material breach by the Company of any representation, warranty, or covenant of Supplier under this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Supplier within a commercially reasonable period of time under the circumstances, in no case exceeding 30 days following Supplier's receipt of notice of such breach; (iii) notwithstanding the preceding provision, if Supplier fails to, or obligation hereunder. 8.3 Notwithstanding any other provision threatens to fail to, timely deliver Products conforming to the requirements of, and otherwise in accordance with, the terms and conditions of this Agreement; (iv) if Supplier becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts; makes or seeks to make a general assignment for the Company may terminate benefit of its creditors; or applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; (v) if Supplier fails to provide MLNA/MLMX, within a commercially reasonable time after MLNA/MLMX 's request (but in no case exceeding 10 days after such request) with adequate and reasonable assurance of Supplier's financial and operational capability to timely perform Supplier's obligations under this Agreement; (vi) in the event of a Force Majeure Event affecting the Supplier's performance of this Agreement for cause on not less more than thirty 10 Business Days; (30vii) days’ if, without obtaining MLNA/MLMX 's prior written notice to DFASconsent, the Adviser and the Fund(x) Supplier sells, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal lawleases, or such law precludes the use exchanges a material portion of such shares as the underlying investment media of the Contracts issued Supplier's assets, (y) Supplier merges or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS consolidates with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Codeor into another Person, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60z) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name Control of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other PartiesSupplier occurs; or (cviii) at MLNA/MLMX’s option, at any action taken by federaltime, state and for any reason. Any termination under this 0 is effective on Supplier's receipt of MLNA/MLMX 's notice of termination or other regulatory authorities of competent jurisdiction which, any later date set out in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementnotice. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This (a) The effective period of this Agreement may (the "Term") shall begin on the Separation Date and continue thereafter for a period of five (5) years or until earlier termination in accordance with clause (b) of this Section 12. Any Release issued by Distributor before the effective date of termination and in accordance with Sections 6 and 7 hereof shall be terminated fulfilled by any Party with or without cause on thirty (30) days’ advance written noticethe Manufacturer. 8.2 Notwithstanding (b) Either party may (i) terminate this Agreement, or (ii) terminate its obligations as Manufacturer and the other party's rights as Distributor of such Manufacturer terminating party's Products hereunder, prior to the date five (5) years following the Separation Date without prejudice to any rights or liabilities accruing up to the date of termination: (i) in the event of a material breach by the other provision party of any of the terms and conditions of this Agreement, DFAS, by giving the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written other party notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreementbreach, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event provided that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all breach shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has have been cured such cause within sixty (60) days of receiving following such notice; and (ii) immediately, for by written notice thereof, if any one of the following reasonsevents or an event analogous thereto occurs: (a) change in control a. an adjudication has been made that the other party is bankrupt or insolvent; b. the other party has filed bankruptcy proceedings or has had such proceedings filed against it, except as part of any Party a bona fide scheme for reorganization; c. a receiver has been appointed for all or such Party’s ultimate controlling person; however, a change in the name substantially all of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any property of the other Partiesparty; d. the other party has assigned or attempted to assign this Agreement for the benefit of its creditors; or e. the other party has begun any proceeding for the liquidation or winding up of its business affairs. (c) A Distributor may terminate its rights and the corresponding Manufacturer's obligations under this Agreement with respect to the Distributed Products that such Distributor has distributed, effective at any time, provided it has given the Manufacturer at least sixty (60) days prior written notice thereof. Any such termination under this clause (c) shall not relieve such Distributor of its supply obligations or deprive the other party of its distribution rights hereunder. (d) Termination under this Section 12 shall be in addition to and not a substitute for other rights or causes of action taken by federal, state of the terminating party. (e) Termination of this Agreement or other regulatory authorities of competent jurisdiction which, a Distributor's rights and the corresponding Manufacturer's obligations hereunder shall not in the reasonable judgment of any way operate so as to impair or destroy any of the Partiesrights or remedies of either party, either at law or in equity, nor shall it relieve the parties of their obligations pursuant to Sections 4 (ia), 5, 8, 9, 10, 11, 13, 14, 15, 19 and 20 hereof. (f) materially Each party acknowledges, both in its capacity as a Distributor and adversely alters as a Manufacturer, that it has no right to renew or extend this Agreement, or either distribution relationship hereunder, following the terms, advantages and/or benefits end of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter Term of this Agreement. This Agreement may be renewed or extended only upon and in accordance with the terms of a written agreement by the parties to that effect, which the parties are under no obligation to negotiate or enter into. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty sixty (3060) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts that are issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the CodeCode or under any successor or similar provision, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations Regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their its or their, as applicable, sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty thirty (6030) days’ prior written notice to all the other Parties, unless any of the other Parties has cured such cause within sixty thirty (6030) days of receiving such notice, for any one of the following reasons: (a) a change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Fund that describe the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder, with respect to a Portfolio and the corresponding subaccount of each Account. 8.12 Each party’s obligations under Section 10 (Indemnification), Section 10.4 (cooperation), and Section 10.7 (confidentiality) shall survive and not be affected by any termination of this Agreement.

Term and Termination. 8.1 22.1 This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until September 30, 2002 (the “Initial Term”). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement. 22.2 Either Level 3 or BA may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination. 22.3 Both Level 3 and BA shall have the right to request negotiation of a new interconnection agreement at any time beginning January 1, 2002. Any such request must be provided to the other Party in writing and shall be deemed a request for negotiation under Section 251 of the Act. If either Level 3 or BA provides notice of termination pursuant to Section 22.2 and on or before the proposed date of termination either Level 3 or BA has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof, this Agreement shall remain in effect during the “interim period” beginning on the proposed date of termination (which date shall not be earlier than September 30, 2002) and ending on the earlier of: (a) the effective date of a new interconnection agreement between Level 3 and BA; or, (b) the date one (1) year after the proposed date of termination; provided, however, that notwithstanding any other provision in this Agreement, if the Commission, the FCC or a court of competent jurisdiction should at any time after the date hereof issue or release an order, or if a federal or state legislative authority should enact a statute, that by its terms (i) expressly supercedes or modifies existing interconnection agreements and (ii) specifies a rate or rate structure for reciprocal compensation, intercarrier compensation, or access charges that is to apply to Internet Traffic, then the Parties shall promptly amend this Agreement to reflect the terms of such order or statute for the foregoing interim period (but, for the avoidance of any Party doubt, not for any period prior to the start of such interim period); provided further that, if such order or statute does not expressly supercede or modify existing interconnection agreements, then either Party, in its sole discretion, may elect, on any date from and after the beginning of the foregoing interim period (but, for the avoidance of any doubt, not prior to the start of such interim period), to terminate the Intercarrier Compensation provisions set forth herein with or without cause on thirty (30) days’ days advance written noticenotice to the other Party (it being understood, for the avoidance of any doubt, that such notice may be provided (but not yet be effective) prior to the start of such interim period). In the event either Party elects to exercise its right to terminate the Intercarrier Compensation provisions, then the Parties shall promptly amend this Agreement to reflect the terms of such order or statute, and any such amendment shall be retroactive to the effective date of the termination (but, for the avoidance of any doubt, shall not be retroactive with respect to any period prior to October 1, 2002). 8.2 Notwithstanding 22.4 If either Level 3 or BA provides notice of termination pursuant to Section 22.2 and by 11:59 PM Eastern Time on the proposed date of termination neither Level 3 nor BA has requested negotiation of a new interconnection agreement, (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination, and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the extent that the purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff. In any event, should termination of the Agreement be contemplated pursuant to this Section 22.4, the Parties agree to take commercially reasonable steps to minimize end user Customer disruption and to ensure an orderly transition in the provision of services. 22.5 If either Party defaults in the payment of any amount due hereunder (that is not the subject of a bona fide, good faith dispute hereunder), or if either Party materially violates any other material provision of this Agreement, DFASand such default or violation shall continue for sixty (60) days after written notice thereof, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on or suspend the provision of any or all services hereunder by providing written notice to the defaulting Party. At least twenty- five (25) days prior to the effective date of such termination or suspension, the other Party must provide the defaulting Party and the appropriate federal and/or state regulatory bodies with written notice of its intention to terminate the Agreement or suspend service if the default is not less than cured. Notice shall be posted by overnight mail, return receipt requested. If the defaulting Party cures the default or violation within the sixty (60) days’ prior written notice to all other Partiesday period, unless any of the other Parties has cured such cause within sixty (60) days of receiving such noticeParty shall not terminate the Agreement or suspend service provided hereunder but shall be entitled to recover all reasonable costs, if any, incurred by it in connection with the default or violation, including, without limitation, costs incurred to prepare for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such the Agreement or the suspension of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderservice provided hereunder.

Term and Termination. 8.1 (a) This Agreement, unless sooner terminated upon the occurrence of any of the events listed below, shall terminate on the earlier to occur of (i) the termination of this Agreement may be terminated by any Party with or without cause on thirty pursuant to Section 2(b)(ii) and (30ii) days’ advance written noticethe date of the liquidation of the last Investment held in the Account following the termination of the Commitment Period pursuant to Section 2(b)(i). 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30b) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company The Investor may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based Manager immediately, upon the Company’s determination bankruptcy, liquidation or dissolution of the Manager or in the event that shares the Manager materially breaches this Agreement and such breach is not cured within 30 days of receipt by the Manager of the Investor written notice of such Portfolio are not reasonably available to meet the requirements of the Contractsbreach. 8.5 Notwithstanding any other provision of this Agreement, the Company (c) The Manager may terminate this Agreement by written notice to the FundInvestor immediately, upon the bankruptcy, liquidation, or dissolution of the Investor or in the event that the Investor materially breaches this Agreement, including, but not limited to, its obligation to fund the Account, and such breach is not cured within 30 days of receipt by the Investor of the Manager’s written notice of such breach. (d) Notwithstanding any provision hereof to the contrary, in the event that either Party hereto alleges that the other Party has been grossly negligent or committed fraudulent or willful misconduct with respect to this Agreement or the transactions contemplated hereunder, the Adviser alleging Party shall give written notice thereof to the other Party, whereupon this Agreement shall be suspended until the resolution of such allegation in accordance with the provisions of Section 15 hereof. During any such suspension, (i) the Investor shall not be required to make any payments required to be made under Section 5 hereof to the Manager and DFAS (ii) the Manager shall not be required to perform any services on behalf of the Investor or with respect to the Account or any Investment; provided that any such suspension will not have any effect on the Investor’s and the Manager’s respective rights and obligations (including the Investor’s obligation to meet capital calls) with respect to any Portfolio in Investment which, prior to the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision suspension of this Agreement, the Company may terminate this Agreement by written notice to the FundManager, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M on behalf of the CodeInvestor, entered into a binding commitment or if letter of intent to acquire or in order to meet unfunded commitments for outstanding Investments of the Company reasonably believes that any such Portfolio may fail to so qualifyInvestor. 8.7 Notwithstanding any other provision (e) Except as otherwise provided herein, during the term of this Agreement, the Company Investor may terminate this Agreement by not, without the Manager’s prior written notice consent, withdraw funds or any Investments from the Account. (f) Sections 2, 6 (to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control extent of any Party or such Party’s ultimate controlling person; howeverunpaid costs and expenses), a change in the name of the Party will not constitute a change in control; (b9, 11, 12(e), 13, 14(b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding 16 shall survive the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 8-1 This Agreement may be shall become effective on the Effective Date and shall, unless terminated by any Party earlier in accordance with this Article 8, continue in force until expiration, revocation or without cause on thirty (30) days’ advance written noticeinvalidation of the last valid patent within LICENSED PATENT RIGHTS. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund 8-2 FUJISAWA may terminate this Agreement for cause on not less than thirty following sixty (3060) days’ prior days written notice (the “NOTICE PERIOD”) to INSMED in the Companyevent that (a) INSMED fails to make any payment which is due under Article 3 hereof, unless within the Company has NOTICE PERIOD; or (b) INSMED commits a breach of any other obligation of this Agreement which is not cured such cause within the NOTICE PERIOD; or (c) INSMED goes into liquidation, a receiver or a trustee be appointed for the property or estate of INSMED, or INSMED makes an assignment for the benefit of creditors, and whether any of the aforesaid events be the outcome of the voluntary act of INSMED, or otherwise (d) INSMED directly or indirectly contests the validity of any LICENSED PATENT RIGHTS or does not, within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision following execution of this Agreement, irrevocably withdraw any and all proceedings previously filed attacking the Company may validity of LICENSED PATENT RIGHTS. 8-3 INSMED shall have the right to terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within AGREEMENT at anytime following sixty (60) days written notice of receiving such notice, for termination to FUJISAWA. 8-4 Termination of this Agreement shall not affect any one of rights or obligations accrued prior to the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions effective date of such Partytermination, specifically INSMED’s participation in obligation to make payments according to the subject matter provisions of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 9.1 Where the Inventor or any third-party nominee (“Nominee”) or legal person (“Legal Person”) who has control of any rights over the Project Intellectual Property has been declared bankrupt, filed for bankruptcy or where a creditor has filed a claim in bankruptcy against the Inventor Nominee or Legal Person which results in the bankruptcy of the Inventor, Nominee or Legal Person or where the Inventor, Nominee or Legal Person files for creditor protection or makes an arrangement with creditors which results in the bankruptcy of the Inventor, Nominee or Legal Person, then the University may terminate the present Agreement against the Inventor or Nominee or Legal Person having control of any rights over the Project Intellectual Property, as the case may be. Except with respect to the Inventor, the University may terminate the present Agreement with respect to any Nominee or Legal Person that ceases to pursue its normal business operations, ceases to exist legally or files for creditor protection or makes an arrangement with creditors which does not result in the bankruptcy of the said Nominee or Legal Person, as the case may be. Such notice of termination shall be in writing and delivered to the Nominee or Legal Person in default under this section and the termination shall be effective on the date of receipt of the termination notice. Where the University terminates this Agreement acting under this section 9, any assignment, transfer, conveyance or licensing of the Project Intellectual Property shall be immediately null and void and of no effect as if it had never taken place. Any agreement entered into by the Inventor and any Nominee or other Legal Person involving the Project Intellectual Property shall make reference to this section 9 and include it as a binding obligation. 9.2 This Agreement may otherwise be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision either party in the event of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within default upon thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS defaulting party. Such termination occurs where a party has defaulted or failed to comply with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date terms of this Agreement or is and, following receipt by the subject defaulting party of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by a written notice of default, has failed to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, cure any such default within that any period of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.thirty

Term and Termination. 8.1 This Agreement shall commence upon the Effective Date and shall continue in effect until (a) terminated pursuant to this Section 5 or (b) six months following the closing of that certain business combination transaction by and between the Company and Damon Motors, Inc. (“Transaction Closing”), whichever is first to occur (the “Term”). The Company or the Consultant may, at each such party’s option and upon written notice provided to the other party at least 60 days prior to the end of any Term, extend the Term for up to an additional one-year period upon the other party’s written acceptance of such extension. Company may be terminate this agreement at any time without notice if Consultant breaches a material provision of this Agreement and such breach has not been cured within 30 days following written notice or email notice of such purported breach sent by the Company to Consultant, if such breach is capable of being cured. Company also may terminate this Agreement at any time, upon 30 calendar days written or email notice, but Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to the notice of such termination provided, however, if this Agreement is terminated by the Company any Party time prior to the six month anniversary of the Transaction Closing (the “Guaranteed Period”) for any reason other than the gross negligence, recklessness or willful misconduct of Consultant or Consultant’s employees, contractors and agents, or Consultant’s willful refusal or failure to substantially perform the Services (each, “Company Good Reason”), the Closing Fee, if unpaid, shall be immediately due and payable and the Monthly Fee for the remainder of the Guaranteed Period shall be payable according to the same payment schedule set for in the Statement of Work. Consultant may terminate the Agreement effective (i) upon 30 calendar days written notice or (ii) immediately upon written notice (A) in the event Company fails to pay the consideration when due and payable in accordance with or without cause on the terms of this Agreement and such failure has not been cured within thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30B) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolioof gross negligence, recklessness or willful misconduct by Company or any of Company’s shares are not registeredemployees, issued or sold in accordance with applicable state and/or federal lawcontractors and agents, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued (C) if Company files for bankruptcy. Any termination by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable Consultant due to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, reasons specified in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or subsection (ii) materially or adversely alters shall be referred to as “Consultant Good Reason”. In the terms or conditions event of such Party’s participation a termination of this Agreement by Consultant for a Consultant Good Reason, the Closing Fee, if unpaid, shall be immediately due and payable and the Monthly Fee payable for the remainder of the Guaranteed Period shall continue to be paid according to the same payment schedule set for in the subject matter Statement of Work. Sections 2 through 14 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration of this Agreement. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 a) This Agreement will commence on the Effective Date and will continue in force until termination according to the terms of this Agreement. Individual Statements of Work will be effective upon execution by both parties and will continue in force until both parties have fulfilled all of their, Project obligations, or until the earlier termination of such Statement of Work according to the terms of this Agreement. b) This Agreement or an individual Statement of Work may be terminated immediately upon notice in writing: 1. By either party if the other party is in material breach of any of its obligations hereunder and fails to remedy such breach within 30 days of receipt of a written notice by any Party with or without cause on thirty (30) days’ advance written noticethe other party which specifies the material breach. 8.2 Notwithstanding 2. By HP, in the absence of mutual agreement regarding a Change Order which represents a material change under Section 5,b, or if Customer fails to pay any sum due under this Agreement within the 60 day time period specified in Section 4.c. 3. By either party if the other provision party has a receiver appointed, or an assignee for the benefit of this Agreementcreditors, DFASor in the event of any insolvency or inability to pay debts as they become due by the other party, the Adviser or the Fund except as may be prohibited by applicable bankruptcy law c) Either party may terminate this Agreement for cause on not less than thirty (30) days’ convenience upon 30 days prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision party. Any termination of this Agreement, the Company may terminate this Agreement for cause will not relieve either party of its obligations HEWLETT PACKARD CONSULTING SERVICES AGREEMFNT (Deliverables) E3NbitTM02 under any Statement of Work in effect on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue unless otherwise mutually agreed to in writing. d) Upon termination of any Statement of Work, Customer will pay HP for so long as all Work performed and charges and expenses incurred by HP up to the date of termination, and Customer will receive all work in progress for which Customer has paid. Should the sum of such amounts be less than any Contracts remain outstanding to perform such advance payment received by HP, HP will refund the difference within 30 days of its duties hereunder as are necessary to ensure the continued tax status thereof receipt of an invoice from Customer. a) Sections 4, 7, 8, 9, 10 and the payment 12 above, and Section 14 below, will survive termination of benefits thereunderthis Agreement.

Term and Termination. 8.1 This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by any Party with vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or without cause indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on thirty (30) not more than 60 days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the CompanyManaging Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, unless as defined in the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision 1940 Act. Upon termination of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice Managing Dealer shall promptly deliver to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice all records and documents in its possession that relate to the Fund and DFAS Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with respect the Company to any Portfolio based upon the Company’s determination that shares accomplish an orderly transfer of such Portfolio are not reasonably available to meet the requirements management of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice Offering to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued a party designated by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement (a) The initial employment period shall end on June 12, 1997 and the Employment Period shall be automatically renewed for consecutive additional periods of one year each commencing at the end of the initial Employment Period hereof or any subsequent renewal term, on the same terms and conditions as herein set forth; however (i) the Employment Period shall terminate prior to the expiration of the initial or subsequent Employment Period upon Executive's resignation, death or permanent disability or incapacity (as determined by the Board in its good faith judgement) and (ii) the Employment Period may be terminated by the Company at any Party with time prior to such a date for Good Cause (as defined below) or without cause on thirty (30) days’ advance written noticeGood Cause. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change inIf the Employment Period is terminated by the Company without Good Cause, or other material revision toExecutive shall be entitled to receive an amount equal to his annual Base Salary in effect on the date of termination of Executive's employment (the "Termination Date") together with any accrued and unpaid benefits and bonus, if and only if Executive has not breached the Contracts or provisions of paragraphs 7 and 8 hereof and is not entitled to receive payments pursuant to paragraph 5 hereof. The amounts payable pursuant to this paragraph 4(b) may be payable, at the prospectus(es) Executives discretion, in one lump sum within 30 days following termination of the Portfolios, which material change or revision is Employment period and will not acceptable be reduced by any other compensation he has earned from any other source nor by any benefits due to any of the other Parties; orhim. (c) any action taken If the Employment Period is terminated by federalthe Company for Good Cause or is terminated pursuant to clause (a)(i) above, state or other regulatory authorities Executive shall be entitled to receive his Base Salary through the date of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementtermination. 8.11 Notwithstanding (d) All of Executive's rights to fringe benefits and bonuses hereunder (if any) which accrue after the termination of this Agreementthe Employment Period shall cease upon such termination. (e) Prior to receipt of any severance benefits hereunder including any amounts payable pursuant to sections 4(b), each Party 4(c) or 5(a), Executive shall continue for so long as any Contracts remain outstanding execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeCompany’s trustees who are not “interested persons”, or if as defined in the 1940 Act, of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, Managing Dealer or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall continue pay to the Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and reimbursement for so long all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Fixed Managing Dealer Fee through such termination date, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as any Contracts remain outstanding required by law to perform such be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 This (a) Subject to Section 12(b), this Agreement may be terminated by any Party with or without cause shall terminate on thirty the earliest to occur of (30i) days’ advance written notice. 8.2 Notwithstanding any other provision the election of the Sub-Manager, upon the expiration of the Initial Term of the Management Agreement, to terminate this Agreement, DFAS, (ii) the Adviser or termination of the Fund may terminate this Management Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company REIT, or (iii) the effective date of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision the removal of this Agreement, the Company may terminate this Agreement Sub-Manager for cause on not less than thirty Cause (30) days’ prior written notice to DFAS, the Adviser “Termination Date”); provided that all rights and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS obligations with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding earned but unpaid Sub-Manager Base Management Fee and any other provision of this Agreement, the Company may terminate amounts payable under this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ periods prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, on or in connection with the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding Termination Date shall survive the termination of this Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or any of its Affiliates, on the one hand, and the Manager or any Member Manager, on the other hand, enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 9(a), the Termination Date shall be deemed not to have occurred; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or any of its Affiliates. The applicable Member, or the Members, as may be the case, shall cause the applicable Member Manager, if it is not the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall enter into good faith negotiations with regard to any such appropriate amendments and the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to such new agreement. (b) If the Termination Date occurs under Section 11(a)(i), subject to Section 14(b), the REIT shall pay to the Sub-Manager a final payment (the “Final Payment”) of 6.16 times the annualized rate of (i.e. , 24.64 times) the last three (3) monthly payments of the Sub-Manager Base Management Fee; provided that, (i) the Final Payment shall be calculated and determined in accordance with Section 11(e). The Final Payment shall be paid on the date that is 60 days after the Termination Date (or, if such date is not a Business Day, the next Business Day). (c) Upon the termination of this Agreement (or, in the case of a termination pursuant to Section 11(a)(iii), the determination of termination in accordance with Section 14(b)), except to the extent inconsistent with applicable law, the Sub-Manager shall as promptly as reasonably practicable (A) deliver to the Manager one copy of all expense statements generated pursuant to Section 7 hereof covering the period following the date of the last provision of such expense statements to the Manager through the Termination Date; and (B) deliver to the Manager all property and documents of the REIT provided to or obtained by the Sub-Manager pursuant to or in connection with this Agreement, including all copies and extracts thereof in whatever form, then in the Sub-Manager’s possession or under its control (provided that the Sub-Manager’s outside counsel may retain one copy to be kept confidential and used solely for archival purposes). (d) Subject to other provisions of this Agreement, if the Sub-Manager is removed for Cause, the effective date of a removal for Cause shall be the date upon which the Manager shall have delivered to Sub-Manager both (i) written notice that the Sub-Manager is being removed for Cause in accordance with the Sub-Management Agreement, and (ii) a copy of the applicable final, non-appealable order evidencing the required final determination of the court of competent jurisdiction. (e) The Manager shall calculate the Final Payment (and other related amounts or numbers on which the Final Payment is based, directly or indirectly, including, without limitation the Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised) (A) in accordance with (1) the books and records of the REIT and (2) the definitions of Base Management Fee and Gross Equity Raised in the Management Agreement and (B) using the same accounting principles, policies, practices and methodologies used in, and applied consistently with, the prior calculations of Base Management Fee and Gross Equity Raised under the Management Agreement, and (ii) shall otherwise follow the past practices of the REIT and the Manager with respect to calculating Base Management Fee and Gross Equity Raised, in each Party shall continue case subject to the adjustments expressly provided for so long in Section 11(b). The REIT agrees to provide such access to its books and records as any Contracts remain outstanding the Manager may reasonably require to perform such the calculations required under this Section 11(e). Upon the Manager’s calculation of the Final Payment, the Manager shall promptly deliver to the Sub-Manager a written statement setting forth in reasonable detail its duties hereunder as are necessary to ensure calculation of the continued tax status thereof Final Payment (including the applicable calculations of Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised) and both the Manager and the payment REIT shall provide the Sub-Manager reasonable access, during normal business hours and upon reasonable notice, to all work papers, schedules, memoranda and other documents prepared or reviewed by the Manager and the REIT, respectively, or by any of benefits thereundertheir respective representatives that are relevant to the Manager's calculation of the Final Payment (or the applicable calculation of Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised), and such access shall be provided promptly after request by the Sub-Manager. The Manager shall request that its accountants communicate with the Sub-Manager and its representatives; provided, that the Sub-Manager may be required to sign an “indemnification letter” in the form generally used by the Manager’s accountant prior to receiving access to any materials prepared by such accountant. Each of the Manager and the REIT shall cause its representatives to be available, during normal business hours and upon reasonable notice, to the Sub-Manager to review the calculation of the Final Payment (including the applicable Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised). In the event that the Sub-Manager disputes the calculation of the Final Payment (including the calculation of the applicable Sub-Manager Base Management, Fee Base Management Fee, and Gross Equity Raised), the Sub-Manager and the Manager will use commercially reasonable efforts, and negotiate in good faith, to promptly reach agreement as to the correct calculation of the Final Payment.

Term and Termination. 8.1 This a. The “Term” of this Agreement will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be performed on the schedule described in the RFP; if the Services are not completed within such time, at the written request of YHI, the Term will be extended for six (6) additional months. Thereafter, the Term will renew to the extent the parties agree in writing on any such renewal. b. Either party may be terminated by terminate this Agreement if the other party breaches any Party with of its obligations hereunder and fails to cure such breach within seven (7) days after notice from the non-breaching party. c. YHI may terminate this Agreement, in whole or in part, in the event that the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights or creditors. YHI may terminate any or all Services without cause any reason on thirty at least ten (3010) days’ days advance written notice. 8.2 Notwithstanding d. The parties understand that the YHI is an independent body corporate and politic established by Idaho Code e. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services accepted prior to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (and any other provision applicable person or entity) of a release of all claims relating to YHI and the Services, and any certificates of originality or other documents required by YHI documenting its ownership of all Deliverables and IP Rights therein, (b) Contractor will immediately deliver to YHI or, if directed by YHI, to a third party, all work then in process, and (c) Contractor will provide reasonable assistance requested by YHI to transition each Project, including execution of documents, and to the extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in fact to execute such documents and assign such subcontracts). The obligations under the following Sections of this Agreement, DFAS, the Adviser or the Fund may terminate Agreement will survive termination of this Agreement for cause on not less than thirty (30) days’ prior written notice to the Companyany reason whatsoever: 5, unless the Company has cured such cause within thirty (30) days of receiving such notice7-14, for any material breach by the Company of any representation16-20, warranty, covenant or obligation hereunderand 23. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This (a) The term of this Agreement is from the Commencement Date through and including October 31, 2016, at which time this Agreement (and your employment) shall automatically terminate without any additional notice; provided, however, that subject to the provisions herein, either you or Quiksilver may be terminated by any Party terminate your employment at will and with or without cause on thirty Cause (30as defined below) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior upon written notice at any time for any reason (or no reason); provided further, however, that you agree to the Company, unless provide the Company has cured such cause within with thirty (30) days advance written notice of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, your resignation (during which time the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determineelect, in its sole judgmentdiscretion, exercised in good faith, that any to relieve you of all duties and responsibilities). This at-will aspect of your employment relationship can only be changed by an individualized written agreement signed by both you and an officer of the Fund, Company authorized to do so by the Portfolios, Board of Directors or the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicityCompensation Committee. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) The Company may also terminate your employment immediately, upon written notice, for Cause, which shall include, but not be limited to, (i) your death (in which case written notice of termination of employment is not required), (ii) your permanent disability which renders you unable to perform the essential functions of your position even with reasonable accommodation, (iii) willful misconduct in the performance of your duties, (iv) commission of a felony or violation of law involving moral turpitude or dishonesty, (v) self-dealing, (vi) willful breach of duty, (vii) habitual neglect of duty, or (viii) a material change inbreach by you of your obligations under this Agreement. If the Company terminates your employment for Cause, or you terminate your employment other material revision tothan for Good Reason (as defined below), you (or your estate or beneficiaries in the Contracts or case of your death) shall receive your base salary and other benefits earned and accrued prior to the prospectus(es) termination of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction whichyour employment and, in the reasonable judgment case of any of the Parties, either a termination pursuant to subparagraphs (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially only, a pro rata portion of your bonus, if any, as provided in Paragraph 3 for the fiscal year in which such termination occurs, less applicable withholdings and deductions, which shall be payable not later than the effective date of your termination, and you shall have no further rights to any other compensation or adversely alters the terms benefits hereunder on or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding after the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderyour employment.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 30 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeCompany’s trustees who are not “interested persons”, or if as defined in the 1940 Act, of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, Managing Dealer or the Adviser and DFAS with respect to any Portfolio Advisor. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall continue pay to the Managing Dealer any remaining balance of the Managing Dealer Fees not yet paid at such time and reimbursement for so long all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Managing Dealer Fees through such termination date, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as any Contracts remain outstanding required by law to perform such be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 9.1 This Agreement may be shall commence on the commencement of the Extended Term and shall continue in force until termination or expiration of the LESO Agreement in accordance with the terms thereof, unless earlier terminated by any Party in accordance with or without cause on thirty (30) days’ advance written noticeClause 9.2 below. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund 9.2 Either party may terminate this Agreement for cause on not less than thirty (30) days’ prior written without prejudice to any of its other remedies under this Agreement forthwith by notice in writing to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonsif: (a) change the other party is in control material breach of any Party the terms of this Agreement, and has not remedied the breach within one (1) month of having been given notice in writing specifying the breach; or (b) the other party becomes insolvent or such Party’s ultimate controlling person; however, a change is unable to pay its debts in the name ordinary course of business; 9.3 The Licensor may terminate this Agreement without prejudice to any of its other remedies under this Agreement forthwith by notice in writing to the Party will not constitute a change Licensee if: (a) the Licensee takes any action that would or might invalidate or put into dispute the Licensor’s, Inmarsat (IP) Company Limited’s or the Organization’s (as the case may be) title in controlthe Trade Marks or any of them, or assists any other person directly or indirectly in any such action; (b) a material change inthe Licensee takes any action that would or might invalidate any registration of the Trade Marks or any of them, or assists any other material revision to, the Contracts person directly or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to indirectly in any of the other Partiessuch action; or (c) the Licensee takes any action taken by federal, state that would or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of might support an application to remove any of the Parties, either (i) materially and adversely alters Trade Marks from the terms, advantages and/or benefits registers of the Contracts to current Registered Territory or prospective purchasers; elsewhere, or (ii) materially assists any other person directly or adversely alters the terms or conditions of indirectly in any such Party’s participation in the subject matter of this Agreementaction. 8.11 Notwithstanding 9.4 Upon the expiry or termination of this Agreement, each Party for whatever reason, the Licensee shall: (a) immediately cease its use of the Trade Marks, and shall continue have no further right to use the Trade Marks, except as otherwise specified under this Clause. The Licensee shall dispose of all promotional and other materials bearing or relating to the Trade Marks in accordance with the Licensor’s instructions; (b) execute all documents necessary for so long cancellation of the Licensee as a registered user or registered licensee and refrain from engaging in any Contracts remain outstanding act that would lead a person to perform such of its duties hereunder as are necessary to ensure think that the continued tax status thereof and Licensee is still associated or connected with the payment of benefits thereunderLicensor.

Term and Termination. 8.1 2.1 This Agreement shall be valid and be in effect for the duration of the term as specified in Schedule 1 and shall be automatically renewed, upon the same terms and conditions, save and except for the Licence Fee, for successive terms of one (1) year each, unless earlier terminated in accordance with the terms hereinafter contained. The Licence Fee for each renewed term may be terminated revised to the prevailing market rate or any rate deemed appropriate by Bursa Information. In the event Bursa Information revises the Licence Fee for any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision renewed term, Bursa Information shall notify the Subscriber in writing of this Agreementthe revised Licence Fee, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not no less than thirty (30) days’ days prior written notice to the Companyexpiry of the term or renewed term and such revised Licence Fee shall take effect on the commencement of the renewed term. 2.2 Subject always to clause 2.4, unless either party may terminate this Agreement at any time by giving the Company has cured such cause within other thirty (30) days written notice of receiving such noticeintention; and upon such termination, for both parties shall be discharged from any material breach by the Company of any representation, warranty, covenant or further obligation hereunderunder this Agreement unless otherwise specified. 8.3 2.3 Notwithstanding any other provision of this Agreementclause 2.2 above, BURSA INFORMATION shall have the Company may right to terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio forthwith in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons:that:- (a) change the Subscriber is in control breach of any Party or such Party’s ultimate controlling person; howeverprovision of this Agreement at any time, provided always that BURSA INFORMATION shall have first served upon the Subscriber a change notice in writing specifying the name breach and requiring that the Subscriber remedy the breach within fourteen (14) days after receipt of the Party will not constitute a change in controlnotice AND the Subscriber fails to so remedy the breach or justify the breach to the satisfaction of BURSA INFORMATION within such time specified or; (b) the Subscriber becomes bankrupt or if a material change in, or other material revision to, winding up order has been made against the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; Subscriber or; (c) the Subscriber assigns its estate for the benefit of creditors or a receiver and/or manager has been appointed in respect of its assets or business or becomes subject to any action taken by federal, state compromise or other regulatory authorities of competent jurisdiction which, in arrangement for the reasonable judgment purpose of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current scheme for reconstruction or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementamalgamation. 8.11 Notwithstanding the 2.4 The termination of this Agreement, each Party Agreement in accordance with the provisions herein shall continue for so long as be without prejudice to any Contracts remain outstanding to perform such rights which either party may have acquired against the other party hereto in respect of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderany antecedent breaches.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the second anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Shareholder Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeFund’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Fund and who have no direct or if indirect financial interest in the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision operation of this Agreement, the Company may terminate Fund’s Plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), on not more than 60 days’ written notice to the Fund, Intermediary Manager or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party (a) the Fund shall continue pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for so long all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any Contracts remain outstanding losses suffered by the Fund or any officer or director of the Fund arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to perform such an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderFund.

Term and Termination. 8.1 This A. Subject to the termination provisions herein contained, the employment of Executive by the Company pursuant to this Agreement may be commenced as of the 4th day of November, 1999, and continue thereafter until terminated by any Party in accordance with or without cause on thirty this paragraph 2 or, if not earlier so terminated, until the Expiration Date (30) days’ advance written noticethe "Employment Term"). 8.2 Notwithstanding any other provision B. If the Executive dies during the term of the Agreement and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to the Executive or his estate except that the Company shall pay to the Executive's estate (i) on the next regular payroll payment date the unpaid salary through the date of death, and (ii) on or before April 15 of the next succeeding year a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of death is to 365. C. If, during the term of this Agreement, DFASthe Executive, by reason of a disability, (I.E., a physical or mental impairment), cannot perform each of the essential functions of his position, with reasonable accommodation, for a period of one hundred eighty consecutive days, the Adviser or the Fund may terminate this Agreement for cause Company, on not less than thirty (30) days’ days prior written notice to the CompanyExecutive, unless may terminate this Agreement as of the date specified in the notice. In the event of a termination pursuant to this paragraph 2C, the Company has cured such cause within thirty (30) days shall be relieved of receiving such notice, for any material breach by the Company all of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of its obligations under this Agreement, except that the Company shall pay to the Executive, or his estate in the event of his subsequent death: (i) that portion of the Executive's salary through the 30th day after notice of termination and (ii) on or before April 15 of the next succeeding year, the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of termination is to 365. D. At any time prior to the Expiration Date of this Agreement the Company may terminate this Agreement for cause on not less than thirty Cause (30as herein defined) days’ prior without further obligation or liability hereunder to the Executive, his spouse, estate, heirs or assignees except for the obligation of the Company to pay to the Executive his salary earned through the date of discharge. E. The Executive may give written notice to DFASof voluntary termination of employment at any time, and upon giving of the notice, the Adviser and employment shall terminate on the Fund, unless DFAS, earlier of the Adviser date set forth in the notice or 30 days after the Fund, as appropriate, has cured such cause within thirty notice is received by the Company (30) days of receiving such notice, for any material breach by DFAS, "Voluntary Termination Date"). Upon the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this AgreementVoluntary Termination Date, the Company shall have no further obligation or liability hereunder to the Executive, his spouse, heirs or estate, except to pay to the Executive any unpaid salary earned through the Voluntary Termination Date (subject to the terms of any other employee benefit plan of the Company in which the Executive participates). F. The Company may terminate this Agreement by the employment of the Executive at any time WITHOUT CAUSE upon written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares Executive of such Portfolio are not reasonably available to meet termination, which notice shall set forth the requirements date of termination ("Without Cause Termination Date"). Upon the Contracts. 8.5 Notwithstanding any other provision of this AgreementWithout Cause Termination Date, the Company may terminate this Agreement by written notice shall have no further obligation or liability hereunder to the FundExecutive or his spouse, heirs or estate, except that (i) after the Without Cause Termination Date and continuing monthly until the later of the Expiration Date or two years after the termination date, or if earlier the last day of the month following the date of death of the Executive, the Adviser and DFAS with respect Company shall pay to any Portfolio in the event such Portfolio’s shares are not registeredExecutive each month, issued or sold in accordance with applicable state and/or federal lawthe Company's payroll policies then in effect, an amount equal to the Monthly Severance Payment, (ii) on or before April 15 of the next succeeding year following the Without Cause Termination Date the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the calendar year up to the Without Cause Termination Date is to 365 and (iii) after the Without Cause Termination Date and continuing monthly during the period the Executive is receiving the Monthly Severance Payments specified in subparagraph F(i) above, Executive and his family shall be entitled to participate in any welfare benefit plans, programs, or such law precludes policies in which Executive and his family were participating at the use time of such shares as the underlying investment media his termination of the Contracts issued employment for group and/or executive life, accident, health, dental, or to be issued medical/hospital insurance (whether funded by actual insurance or self insured by the Company. 8.6 Notwithstanding any other provision of this Agreement); provided, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faithhowever, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since rights of the date of this Agreement or is Executive and his family thereunder shall be governed by the subject of material adverse publicityterms thereof and shall not be enlarged hereunder. 8.9 Notwithstanding any other provision G. Any termination of this Agreementthe employment relationship, whether termination is effected by the Company may terminate this Agreement by written notice or the Executive, shall be without prejudice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any or waiver of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any obligations of the other Parties has cured such cause within sixty (60) days of receiving such noticeExecutive to maintain in secrecy and confidence all Confidential Information, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will pursuant to paragraph 5 hereof and not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to render prohibited services to any of the other Parties; or (c) any action taken by federalConflicting Organization, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts pursuant to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementparagraph 6 hereof. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision 10.01 The initial term of this AgreementAgreement shall be three (3) years from the date first referenced above and the appointment shall automatically be renewed for further three years successive terms without further action of the parties, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior unless written notice is provided by either party at least 90 days prior to the Company, unless end of the Company has cured such cause within thirty (30) days of receiving such notice, for initial or any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision subsequent three year period. The term of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold appointment shall be governed in accordance with applicable state and/or federal lawthis paragraph, or such law precludes notwithstanding the use cessation of such shares as active trading in the underlying investment media capital stock of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding 10.02 In the event that AST commits any other provision continuing breach of its material obligations under this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement breach remains uncured for cause on not less more than sixty (60) days’ prior days after written notice to all other Parties, unless any by the Company (which notice shall explicitly reference this provision of the Agreement), the Company shall be entitled to terminate this agreement with no further payments other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: than (a) change in control payment of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; amounts then outstanding under this Agreement and (b) a material change in, or payment of any amounts required pursuant to Section 10.05 hereof. 10.03 In the event that the Company terminates this Agreement other material revision tothan pursuant to Sections 10.01 and 10.02 above, the Contracts or Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the prospectus(es) term of the PortfoliosAgreement pursuant to Section 3 above, which as well as the charges accruing pursuant to Section 10.05 below. 10.04 In the event that the Company commits any breach of its material change obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than forty-five (45) days, AST shall have the right to terminate or revision is not acceptable suspend its services without further notice to any the Company. During such time as AST may suspend its services, AST shall have no obligation to act as transfer agent and/or registrar on behalf of the other Parties; or (c) any action taken by federalCompany, state and shall not be deemed its agent for such purposes. Such suspension shall not affect AST’s rights under the Certificate of Appointment or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding 10.05 Should the termination of Company elect not to renew this Agreement or otherwise terminate this Agreement, each Party AST shall continue be entitled to reasonable additional compensation for so long as any Contracts remain outstanding the service of preparing records for delivery to its successor or to the Company, and for forwarding and maintaining records with respect to certificates received after such termination. AST shall be entitled to retain all transfer records and related documents until all amounts owing to AST have been paid in full. AST will perform such its services in assisting with the transfer of its duties hereunder as are necessary to ensure the continued tax status thereof records in a diligent and the payment of benefits thereunderprofessional manner.

Term and Termination. 8.1 10.1 This Agreement may and the Supply Agreement that is entered into on the same date shall become effective as from the date of signature and shall for each A Product be terminated by any Party concluded an initial term of 5 years starting from the date of its Commercialisation and shall thereafter be renewed automatically on an annual and Product-by-Product basis unless either party provides the other with or without cause on thirty (30) days’ advance not less than 6 months' prior written noticenotice of its intention not to renew. 8.2 Notwithstanding any 10.2 This Agreement that is entered into in respect of B Products and C Products from TEVA shall become effective as from the date of signature and shall thereafter be renewed automatically on an annual basis and Product-by-Product basis unless either Party provides the other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on with not less than thirty (30) days’ days prior written notice of its intention not to renew. 10.3 Notwithstanding Clause 10.1 and 10.2 above, this Agreement may be terminated earlier in the way and manner described below: 10.3.1 In the event that a Party to this Agreement should be dissolved, becomes insolvent, makes a voluntary or involuntary assignment of assets for the benefit of creditors, be assigned in bankruptcy court, or otherwise be faced with circumstances reasonably warranting the conclusion that, that Party will not be able within the foreseeable future, to adequately comply with its obligations under this Agreement, then the other Party to this Agreement may terminate the Agreement immediately, by giving notice of its intention to terminate in writing, and without the Party thereby being terminated having any entitlement to compensation under whatever title; 10.3.2 Either Party shall have the right to terminate this Agreement upon three (3) months written notice to the Companyother Party in the event of any (direct or indirect) voluntary, unless involuntary or compulsory change in control or effective control of the Company has cured other Party, without any entitlement to compensation under whatever title as a result of such cause termination. 10.4 Notwithstanding Clause 10.1 and 10.2 above, this Agreement may be terminated earlier and in part on a Product-by-Product basis if one of the Parties to this Agreement commits a material breach of any provision of this Agreement pertaining to a certain A Product, B Product and/or C Product from TEVA and fails to remedy such breach within thirty forty-five (3045) days after written notification of receiving such notice, for any material the breach by the Company of any representationParty not in default, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreementthen, the Company may Party not in default shall have the right to terminate this Agreement for cause on in regard of that relevant Product. If it is apparent that such breach is not less than thirty (30) days’ prior written notice to DFAScapable of remedy, the Adviser and Party not in default shall have the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may right to terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since immediately on the date of its written notification of the breach. 10.5 Notwithstanding Clause 10.1 above, this Agreement or is may be terminated earlier and in part on a Product-by-Product basis in the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser way and DFAS, if the Company shall determine, manner described in its sole judgment, exercised in good faith, that any Clause 12.3 of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Supply Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement shall commence on your first day of your employment with the Company and may be terminated at any time by any Party you or by the Company with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, cause. You and the Adviser or the Fund may terminate Company acknowledge and agree that your employment is and shall continue to be at-will and that nothing in this Agreement for cause on not less than thirty (30) days’ prior written notice shall confer upon you any right with respect to continuation of employment by the Company, unless nor shall it interfere in any way with your right or the Company's right to terminate your employment at any time. As you are aware, the Company has cured such cause within thirty is in the process of standardizing its executive termination pay arrangements. On or prior to your commencing employment, you and the Company will enter into an executive severance agreement (30the "Severance Agreement") days that governs the payments and benefits you may receive upon a termination of receiving such noticeyour employment with the Company. Except as otherwise provided in the Severance Agreement, the Company's obligations to you under this Agreement will cease upon your termination of employment for any reason. The Severance Agreement will include substantially the same terms as are offered to other similarly situated Company executives and is currently expected to provide, generally, for the following termination payments and benefits: • upon your termination of employment for any material breach reason, payment of (i) any earned but unpaid base salary, (ii) any accrued but unpaid paid time off and (iii) any other amounts or benefits, if any, under the Company's employee benefit plans to which you are entitled pursuant to the terms of such plans, payable in accordance with the terms of such plans or as otherwise required by applicable law (collectively, the "Accrued Rights"); • upon a termination of your employment by the Company without "cause" or by you for "good reason" that does not occur within 12 months following a Change of any representationControl (as defined in the Plan), warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice in addition to the Fund Accrued Rights, and DFAS with respect to any Portfolio based upon provided that you timely execute (and do not revoke) a release of claims in the Company’s determination that shares 's favor, payment of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially 6 months of base salary and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially 6 months of healthcare insurance benefits continuation; and • upon a termination of your employment by the Company without "cause" or adversely alters the terms or conditions by you for "good reason" that occurs within 12 months following a Change of such Party’s participation Control (as defined in the subject matter Plan), in addition to the Accrued Rights, and provided that you timely execute (and do not revoke) a release of this Agreement. 8.11 Notwithstanding claims in the termination of this AgreementCompany's favor, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of (i) 12 months of base salary, (ii) an amount equal to your target annual bonus for the year of termination, (iii) 12 months of healthcare insurance benefits thereundercontinuation and (iv) full accelerated vesting of Company equity awards, provided that the foregoing will be subject to reduction (to the minimum extent necessary) if doing so would result in you receiving a greater amount on an after-tax basis due to application of Sections 280G and 4999 of the Internal Revenue Code.

Term and Termination. 8.1 17.1. This Agreement may be terminated terminated: (a) by any Party with or either party, without cause on thirty and without providing any reasons, upon seven (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (307) days’ prior written notice to the Companyother party; or (b) by us immediately without notice and without payment in lieu of notice if: (i) you (or your employee, unless the Company has cured such cause within thirty (30officer or agent) days of receiving such notice, for any commit a material breach by of this Agreement; (ii) you (or your employee, officer or agent) act in a manner that we reasonably regard as inappropriate or unprofessional; (iii) you (or your employee, officer or agent) fail to provide the Company Beam Services in a safe manner; (iv) you become insolvent or go into liquidation or enter into any arrangement or composition with your creditors, or any action is taken for the appointment of an administrator or official manager or receiver over your assets; (v) you are charged with a breach of any representationlaw; (vi) you (or your employee, warrantyofficer or agent) engage in any misconduct (including but not limited to fraud or dishonest behaviour) or in any activity in conflict with or adverse to the activities, covenant affairs or obligation hereunderreputation of Beam or which in our opinion renders the continued provision of the Beam Services adverse to the best interest, activities, affairs or reputation of the Beam Group; or (vii) you commit any other act which at common law would entitle us to terminate the document without notice or payment in lieu of notice. 8.3 Notwithstanding any 17.2. For all other provision breaches of this Agreement, you will be provided notice and a reasonable opportunity to remedy the Company breach. If the breach is remedied in a timely manner and to Beam’s satisfaction, Beam may choose not to terminate this Agreement. In addition, Beam may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio deactivate your account immediately in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company Beam reasonably believes that any such Portfolio may fail action is necessary to so qualifyprotect the safety or interests of Beam, users of the Beam App or third parties, or to promote or protect Beam's business and operations. 8.7 Notwithstanding any other 17.3. If this Agreement is terminated or the provision of the Services ceases, you shall have no further claim against us or any member of the Beam Group for monies or other entitlements in respect of the provision of the Beam Services or the termination of this Agreementdocument, the Company may terminate this Agreement by written notice except to the Fund, the Adviser and DFAS with respect extent they accrued prior to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of termination or as provided in this Agreement or is the subject of material adverse publicitydocument. 8.9 Notwithstanding 17.4. Immediately on the your engagement ending or at any other provision of this Agreementtime requested by us, the Company may terminate this Agreement by written notice you must return to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser us or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonsour authorised representative: (a) change all property belonging to the Beam Group that you have or can reasonably obtain; and (b) all property that you have, or can reasonably obtain, that contains Confidential Information. (c) In this clause, property includes anything on which information is recorded, for example, documents, computer disks and computer records. 17.5. Clauses 9 to 12 shall survive the termination or expiration of this Agreement. 17.6. Termination of this Agreement shall be without prejudice to any existing rights and/or claims that Beam may have against you, and shall not relieve you from fulfilling the obligations accrued prior to such termination. 17.7. If Beam terminates this Agreement because you are in control breach of any Party or such Party’s ultimate controlling person; howeverof your main obligations, a change then: (a) you will no longer be able to be in the name possession of the Party will not constitute a change in controlBeam Vehicles; (b) a material change in, or other material revision to, you shall return the Contracts or the prospectus(esBeam Vehicle(s) in your possession within 24 hours of the Portfoliostermination, which material change or revision is not acceptable to any regardless of the other Parties; orwhether your services have been fully performed; (c) any action taken you must use all reasonable efforts to return the Beam Vehicle(s) to us as soon as possible at your own expense to a place directed by federal, state us together with all chargers supplied by us (or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any equivalent); (d) if your services have not been fully performed upon return of the PartiesBeam Vehicle(s), either (i) materially your Contract Fees may be reduced at Beam’s sole and adversely alters absolute discretion; and 17.8. you will also be responsible for any reasonable costs and expenses incurred by us in recovery, including, but not limited to, solicitor’s fees, agent’s fees and storage charges. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT 18.1. Support is available via the termsBeam App to address any concerns you may have regarding your provision of Beam Services and/or this Agreement. The parties shall first use their best efforts to negotiate in good faith to settle any dispute, advantages and/or benefits claim, question, or disagreement and engage arising out of or in relation to this Agreement or the provision of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this AgreementBeam Services. 8.11 Notwithstanding 18.2. For the termination avoidance of this Agreementdoubt, each Party compliance with Clause 18.1 shall continue for so long as any Contracts remain outstanding be a condition precedent to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereundereither party commencing arbitration under Clause 19.

Term and Termination. 8.1 This 14.1 The term of this Agreement may be (the "Term") will commence on the Effective Date of this Agreement and will continue until the earlier of December 31, 2002 or until the date on which this Agreement is terminated by any Party in accordance with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision the provisions of this Agreement, DFAS, the Adviser or the Fund may terminate . The Term of this Agreement will automatically renew from year to year after the initial Term until December 31, 2099 provided the Distributor has commenced activities and continues activities in at least three (3) countries within the Territory on the basis that registrations and approvals for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements sale of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued Products has been obtained by the Company. 8.6 Notwithstanding 14.2 Each of the Distributor or the Company, as the case may be, shall have the right to terminate this Agreement upon the occurrence of any of the following events, such termination to be effective immediately upon the receipt or deemed receipt by the other provision party of notice to that effect and the expiry of any applicable period for remedy of the default: (A) if a party is in default of any of the material terms or conditions of this Agreement, the Company may terminate this Agreement by and shall fail to remedy such default within 60 days of written notice to thereof from the Fundother party, provided that if the default is the non- payment of any monetary amount, the Adviser and DFAS with respect defaulting party will have a period of 30 days from receipt of notice in which to any Portfolio in remedy the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in controldefault; (bB) if (i) the North America Distribution Agreement is terminated due to a material change in, or other material revision to, default by the Contracts Distributor under the North American Distribution Agreement or the prospectus(es) failure of the Portfolios, Distributor under the North American Distribution Agreement to meet the minimum purchase requirements under the North America Distribution Agreement; and (ii) the Distributor has failed to purchase in aggregate the volumes of Products under this Agreement and the North America Distribution Agreement which material change would meet or revision is not acceptable to any of exceed the minimum volume requirements set forth in the North America Distribution Agreement; (C) if the other Partiesparty becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors; (D) if the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or (cE) any action taken by federal, state if a receiver or other regulatory authorities of competent jurisdiction which, in the reasonable judgment custodian (interim or permanent of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits assets of the Contracts other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its assets or if distress is made against the other party's assets or any part thereof. 14.3 Subject to current Section 14.4, upon termination of this Agreement for any reason whatsoever, the following shall apply: (A) those rights and obligations of each of the Company and the Distributor which are expressly stated to survive termination of this Agreement will survive termination and will continue in full force and effect; (B) all rights and privileges granted by the Company to the Distributor pursuant to this Agreement, including the rights to market, distribute and sell Products, will immediately terminate and be relinquished by the Distributor, and thereafter the Distributor shall take no action that would make it appear to the public that the Distributor is still supplying Products; (C) the Distributor shall return to the Company all advertising, informational or prospective purchasers; or technical material given to the Distributor by the Company; (iiD) materially or adversely alters the terms or conditions Distributor shall cease using the Trade Names and thereafter refrain from holding itself out as an authorized distributor of such Party’s participation the Products; (E) the Distributor will retain in confidence all information regarding the subject matter business and property of the Company and the Products; (F) all sub-distributorship agreements entered into by the Distributor will terminate. The provisions of this Section 14.3 will survive the termination of this Agreement. 8.11 Notwithstanding 14.4 In the event of termination of this Agreement by the Company, then the Distribution Rights will continue on a non-exclusive basis for a period of six months with respect to this Agreement or with respect to the deleted country, as the case may be, on the terms and conditions of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement shall be effective and commence on the date hereof and, unless earlier terminated pursuant to this Section 3, shall terminate after the repayment of the last Acquired Contract in Owner's portfolio and after all taxes, fees and funds have been accounted for and disbursed with respect thereto in accordance with the terms hereof. This Agreement may be terminated as follows: (a) This Agreement shall terminate automatically as to any and all Acquired Contracts upon the dissolution, termination of existence, insolvency (failure to pay debts as they mature or the failure to maintain the fair salable value of assets in excess of liabilities), business failure, appointment of a receiver, trustee, custodian or similar fiduciary, assignment for the benefit of creditors, or the commencement of any proceedings under the bankruptcy laws, of, by, or against Servicer, or the making by Servicer of any Party with offer or without cause on thirty (30) days’ advance written noticesettlement, extension or composition to its creditors generally. 8.2 Notwithstanding any other provision of this Agreement(b) If Servicer breaches or fails to perform, DFAS, the Adviser keep or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of observe any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding agreement contained in this Agreement or in the Master Purchase and Sale Agreement (including, but not limited to, Servicer's failure to deposit funds received for any other provision Acquired Contract into an account as set forth in Section 1(b) hereof, Servicer's failure to deliver on a timely basis any of the reports to Owner pursuant to this Agreement or the Master Purchase and Sale Agreement, Servicer's failure to use due diligence in collecting funds due under any Acquired Contract, Servicer's failure to timely perform its replacement and repurchase obligations as set forth in Article 5 of the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFASMaster Purchase and Sale Agreement, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days occurrence of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, the financial condition of Servicer), Owner may, upon twenty-four (24) hours written or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreementoral notice, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable with respect to any of the other Parties; orand all Acquired Contracts. (c) This Agreement may be terminated as to any action taken and all Acquired Contracts at any time by federal, state or other regulatory authorities the mutual agreement of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially Owner and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this AgreementServicer. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (30) days’ ' advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ ' prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ ' prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s 's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s 's shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “"regulated investment company” " under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty thirty (6030) days’ ' prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty thirty (6030) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s 's ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s 's participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder, with respect to a Portfolio and the corresponding subaccount of each Account.

Term and Termination. 8.1 This Any party to this Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, shall have the Adviser or the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the Code, or if Company’s trustees who are not “interested persons” (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote of a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, intermediary Manager or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party (a) the Company shall continue pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for so long all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any Contracts remain outstanding losses suffered by the Company or any officer or trustee of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to perform such an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 This 10.01 The initial term of this Agreement may shall be terminated three (3) years from the date first referenced above and the appointment shall automatically be renewed for one year successive terms without further action of the parties, unless written notice is provided by either party at least 90 days prior to the end of the initial or any Party subsequent period. The term of this appointment shall be governed in accordance with or without cause on thirty (30) days’ advance written noticethis paragraph, notwithstanding the cessation of active trading in the capital stock of any Fund. 8.2 Notwithstanding 10.02 In the event that AST commits any other provision continuing breach of its material obligations under this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement and such breach remains uncured for cause on not less more than thirty sixty (3060) days’ prior days after written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other (which notice shall explicitly reference this provision of this the Agreement), the Company may shall be entitled to terminate this Agreement for cause on not less agreement with no further payments other than thirty (30a) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund payment of any representation, warranty, covenant or obligation hereunderamounts then outstanding under this Agreement and (b) payment of any amounts required pursuant to Section 10.05 hereof. 8.4 Notwithstanding any 10.03 In the event that the Company terminates this Agreement other provision of this Agreementthan pursuant to Sections 10.01 and 10.02 above, the Company may terminate this Agreement by written notice shall be obligated to immediately pay all amounts that would have otherwise accrued during the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements term of the ContractsAgreement pursuant to Section 3 above, as well as the charges accruing pursuant to Section 10.05 below. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in 10.04 In the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement breach remains uncured for cause on not less more than sixty (60) days’ prior , AST shall have the right to terminate or suspend its services after written notice to all other Parties, unless any by AST (which notice shall explicitly reference this provision of the other Parties has cured Agreement) to the Company. During such cause within sixty (60) days of receiving such noticetime as AST may suspend its services, for any one AST shall have no obligation to act as sub-transfer agent and/or registrar on behalf of the following reasons: (a) change in control of any Party or Company, and shall not be deemed its agent for such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementpurposes. 8.11 Notwithstanding 10.05 Should the termination of Company elect not to renew this Agreement or otherwise terminate this Agreement, each Party AST shall continue be entitled to reasonable costs for so long as any Contracts remain outstanding records for delivery to its successor or to the Company, and for forwarding and maintaining records with respect to certificates received after such termination. AST will perform such its services in assisting with the transfer of its duties hereunder as are necessary to ensure the continued tax status thereof records in a diligent and the payment of benefits thereunderprofessional manner.

Term and Termination. 8.1 (a) Unless terminated earlier pursuant to paragraph 7(b) below, this Agreement shall be in effect for an initial term of four years beginning on the effective date hereof (the "INITIAL TERM"). This Agreement may be renewed for successive renewal terms lasting for one year (the "RENEWAL TERMS") upon mutual written agreement of the parties. The Initial Term and any subsequent Renewal Terms are collectively referred to as the "TERM." (b) This Agreement and Employee's employment by the Company may be terminated by before the expiration of any Party with or without cause on thirty Term as follows: (30i) days’ advance written notice.By the Company in the event: 8.2 Notwithstanding any other provision (1) Employee commits a material breach of this AgreementAgreement where such breach, DFASif curable, the Adviser or the Fund may terminate this Agreement for cause on is not less than thirty (30) days’ prior written notice remedied to the Company, unless the Company has cured such cause 's reasonable satisfaction within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior after written notice to DFAS, Employee (and termination shall be effective as of the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares end of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties30-day period); or (c2) any action taken by federalEmployee is convicted for committing an act of fraud, state embezzlement, theft or other regulatory authorities of competent jurisdiction whichanother act constituting a felony (and termination shall be effective upon written notice to Employee); or (3) Employee dies or becomes mentally or physically disabled such that the Employee cannot, in the opinion of an independent physician selected by the Company, perform the Employment Services (with reasonable judgment accommodation to the extent required by law) for a period of 12 months (and termination shall be effective on the date Employee dies or upon written notice the Company has determined he is disabled under the foregoing criteria); in which case: (A) the Company shall pay Employee his base salary and any other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits effective date of the Contracts termination, and (B) the Company shall permit the Employee or his beneficiary to current or prospective purchasers; or exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. (ii) materially By the Company in the event the Company is dissatisfied in its reasonable judgment with the Employee's performance of the Employment Services or adversely alters the terms or conditions results thereof which, if curable, are not remedied to the Company's reasonable satisfaction within forty-five (45) days after specific written notice thereof has been delivered to the Employee (and termination shall be effective as of the end of such Party’s participation 45-day period); in which case: (A) the Company shall pay Employee his base salary and any other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the effective date of the termination, and (B) the Company shall permit the Employee or his beneficiary to exercise vested options to acquire Company stock in accordance with and subject matter of this to the Award Agreement. 8.11 (iii) By the Employee, provided the Employee shall give the Company at least 60 days prior written notice thereof (and termination shall be effective as of the end of such 60-day or longer period); in which case (A) the Company shall pay Employee his base salary and any other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the effective date of the termination, and (B) the Company shall permit the Employee to exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. (c) Notwithstanding anything to the termination contrary, the obligations under this Agreement which by their terms survive termination, including, without limitation, the applicable Confidentiality, Noncompetition, and Nonsolicitation provisions of this Agreement as set forth in paragraphs 5 and 6 hereof and the Confidentiality Agreement, each Party shall continue for so long as survive termination; and the representations and warranties, including without limitation the provisions of paragraph hereof, shall survive termination. Upon termination, and in any Contracts remain outstanding case upon the Company's request, Employee shall return immediately to perform such of its duties hereunder as are necessary to ensure the continued tax status Company all Confidential Information and copies thereof and the payment of benefits thereundernot retain any copies thereof.

Term and Termination. 8.1 This Agreement (a) Employee is an employee “at-will,” and Employee’s employment may be terminated by the Company for any Party reason or no reason, with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding cause, at any other provision time by giving the Employee notice of this Agreementthe termination; provided, DFAShowever, the Adviser or the Fund may terminate this Agreement that in consideration for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of Employee entering into this Agreement, the Company agrees that Employee’s employment may terminate this Agreement not be terminated by the Company prior to January 15, 2020 unless the Company is terminating Employee’s employment for cause on not less than thirty Cause (30) days’ prior written notice to DFASas defined in the BRP Group, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, Inc. Omnibus Incentive Plan); provided further that the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgmentdiscretion, exercised to place Employee on paid leave prior to such date. Except as expressly provided in good faith, that any of the Fundpreceding proviso, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date terms of this Agreement do not and are not intended to create either an express or is implied contract of employment with the subject Company for any particular period of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party time. Employee may terminate this Agreement for cause on not less than sixty his employment with the Company by giving the Company at least one hundred twenty (60120) days’ days prior written notice to all other Partiesof termination (“Notice Period”); provided that upon receipt of notice of termination from Employee, unless any the Company may, in its sole discretion and without affecting the characterization of the other Parties has cured such cause within sixty (60) days termination of receiving such noticeEmployee’s employment, for any one terminate Employee’s employment prior to the end of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control;Notice Period. (b) a material change inUpon termination of Employee’s employment for any reason, (i) the Company shall pay Employee’s Base Salary that is accrued but unpaid through the date of employment termination (the “Termination Date”), (ii) the Company shall reimburse Employee pursuant to Section 4(e) for reasonable expenses incurred but not paid prior to such termination of employment; provided that Employee must submit those expenses for reimbursement within 30 days after the Termination Date, and (iii) Employee shall be entitled to receive any non-forfeitable benefits already earned and payable to Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company. Except as otherwise expressly provided herein, Employee shall not be entitled to any other material revision tosalary, bonuses, commission, employee benefits or compensation or payments of any kind from the Company or any of its affiliates after termination of his employment, and all of Employee’s rights to salary, bonuses, commission, employee benefits and other compensation and payments of any kind hereunder which would have accrued or become payable after the Termination Date shall cease upon such Termination Date other than those expressly required under applicable law (including, without limitation, the Contracts or Consolidated Omnibus Reconciliation Act, 29 U.S.C. § 1161 et. seq., as amended (COBRA)). Upon termination of Employee’s employment for any reason, the prospectus(es) effect of such termination on any outstanding equity-based compensation awards shall be governed by the applicable award agreement and related plan for such awards. The Company may offset any amounts Employee owes it against any amounts it owes Employee hereunder; provided, that the Company may not offset against nonqualified deferred compensation subject to Section 409A of the PortfoliosInternal Revenue Code of 1986, which material change or revision is not acceptable as amended (the “Code”), except to any the extent permitted by Section 409A of the Code. For the avoidance of doubt, but subject to the proviso in the first sentence of Section 5(a), it is the express intent of the Company and Employee that in no event shall Employee be entitled to receive any amounts upon a termination of Employee’s employment other Parties; or (c) any action taken by federal, state or other regulatory authorities than the amounts expressly set forth in this Agreement. In furtherance of competent jurisdiction whichthe foregoing, in the reasonable judgment event that, after January 15, 2020, the Company terminates Employee’s employment reasonably and in good faith on the basis that such termination meets the definition of any of the PartiesCause (as set forth below) and it is ultimately determined that such termination was without Cause, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter it shall not be deemed a breach of this Agreement. 8.11 Notwithstanding Agreement and Employee shall only be entitled to the amounts expressly provided for in this Agreement in connection with a termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure Employee by the continued tax status thereof and the payment of benefits thereunderCompany without Cause.

Term and Termination. 8.1 This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any Party material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or without cause (b) on thirty (30) 60 days’ advance written notice. 8.2 Notwithstanding any other provision . In addition, the Dealer Manager, upon the expiration or termination of this Agreement, DFASshall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Adviser or Minimum Offering has been reached, into such other account as the Fund Company may terminate this Agreement for cause on not less than thirty designate; and (30b) days’ prior written notice promptly deliver to the CompanyCompany all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, unless at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company has cured such cause within thirty (30) days to accomplish any orderly transfer of receiving such notice, for any material breach management of the Offering to a party designated by the Company of any representation, warranty, covenant Company. Upon expiration or obligation hereunder. 8.3 Notwithstanding any other provision termination of this Agreement, the Company may terminate this Agreement shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for cause on not less than thirty (30) days’ prior written notice all incurred, accountable compensation to DFAS, which the Adviser and the Fund, unless DFAS, the Adviser Dealer Manager is or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision becomes entitled under Section 5 of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect including but not limited to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available Distribution Fees, pursuant to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice that Section 5 at such times as such amounts become payable pursuant to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use terms of such shares as the underlying investment media of the Contracts issued or to be issued Section 5 without acceleration, offset by any losses suffered by the Company. 8.6 Notwithstanding , any other provision officer or director of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one person or all shall determine, in their sole judgment, exercised in good faith, that firm which has signed the Registration Statement or any person who controls the Company has suffered a material adverse change in its business, operations, financial condition or prospects since within the date meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company may terminate this Agreement by written notice shall not pay any such compensation and reimbursements to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicityDealer Manager. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 A. This Agreement may be terminated by shall remain in effect until three years following the Effective Time, and shall automatically renew for successive three-year periods thereafter, unless the Reinsurer or Company elects to terminate this Agreement effective as of the expiration of any Party with such three-year period. If the Reinsurer or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of Company elects to so terminate this Agreement, DFASit shall give written notice to the other party hereto not less than nine months prior to the expiration of any such three-year period. B. Notwithstanding the provisions of Section A of this Article XXI, the Adviser or the Fund Reinsurer may terminate this Agreement for cause on not less in the event of any of the following (clauses 1 through 5 below, collectively, the “Company Termination Events”) by written notice to the Company no later than thirty (30) days (or in the case of a Company Termination Event described in subsection B(1) below, ten (10) days’ prior written notice ) following actual knowledge of the applicable Company Termination Event by the Reinsurer: 1. the Company is thirty (30) or more days in arrears on payment due to the CompanyReinsurer under this Agreement, unless the Company and has not cured such cause breach within thirty (30) days following written notice thereof from the Reinsurer (unless the amount not so paid is the subject of receiving such notice, for any material breach by a good faith dispute) (a “Company Payment Default”); 2. the Company has ceased writing new or renewal business and has elected to run off its existing business or an insurance or other regulatory authority has ordered such party to cease writing new or renewal business; 3. the Company has become insolvent, or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of any representationa receiver, warrantyliquidator, covenant rehabilitator, conservator, or obligation hereunder.trustee in bankruptcy or other agent known by whatever name, to take possession of its assets or control of its operations; 8.3 Notwithstanding any other provision 4. a Company Change of Control has occurred. For purposes of this Agreement, the a “Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice Change of Control” will be deemed to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS occur with respect to any Portfolio based upon the Company’s determination that shares Company when either (a) an individual person, corporation or other entity, or a group of such Portfolio are not reasonably available to meet the requirements commonly controlled persons, corporations or entities, acquires, including through merger, directly or indirectly, more than fifty percent (50%) of the Contracts. 8.5 Notwithstanding any other provision voting securities of this Agreement, the Company may terminate this Agreement by written notice or obtains the power to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued vote (directly or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media through proxies) more than fifty percent (50%) of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision voting securities of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, except if any one such individual person, corporation or all shall determineother entity is under common control with such Company, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, AmTrust no longer directly or other material revision to, indirectly controls the Contracts or the prospectus(espower to vote more than fifty percent (50%) of the Portfolios, which material change or revision is not acceptable to any voting securities of the other PartiesCompany; provided that in no event shall the acquisition, including through merger, of more than fifty percent (50%) of the voting securities of AmTrust or of the power to vote (directly or through proxies) more than fifty percent (50%) of the voting securities of AmTrust, or the merger, combination or amalgamation of AmTrust into any person, or similar transaction pursuant to which AmTrust shall not be the surviving entity, be deemed a "Company Change of Control"; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This (a) Unless earlier terminated in accordance with Section 1.03 below, the term of this Agreement (the “Term”) shall commence immediately after the Closing and shall terminate with respect to all Services (except as provided in Section 1.02(b)) on December 31, 2020 (the “Expiration Date”); provided, however, that the Expiration Date may be extended to December 31, 2021 by Service Recipient by delivery of irrevocable written notice to Service Provider during the 30-day period commencing on the 90th day prior to the initial Expiration Date. (b) Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time: (i) by the mutual written consent of the Parties; (ii) by Service Provider in the event of any Party material breach or default (other than with or without cause on thirty (30respect to payment obligations under Article 2, which are addressed in Section 1.02(b)(iii) days’ advance written notice. 8.2 Notwithstanding any other provision below) by Service Recipient of this Agreement, DFAS, the Adviser or the Fund may terminate Service Recipient’s obligations under this Agreement for cause on not less than thirty (30) days’ prior written notice and the failure of Service Recipient to the Company, unless the Company has cured cure such cause breach or default within thirty (30) days after receipt of receiving such notice, for any written notice from Service Provider specifying in reasonable detail the alleged material breach or default and requesting such breach or default be cured; (iii) by Service Provider in the event Service Provider has not received a payment, except payments being disputed in good faith pursuant to a Dispute Notice, from Service Recipient pursuant to Article 2 by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice applicable payment date set forth therein and Service Recipient fails to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured make such cause payment within thirty (30) days after receipt of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event from Service Provider requesting that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Partiespayment be made; or (civ) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, Service Recipient in the reasonable judgment event of any material breach or default by Service Provider of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such PartyService Provider’s participation in the subject matter of obligations under this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof Agreement and the payment failure of benefits thereunderService Provider to cure such breach or default within thirty (30) days after receipt of written notice from Service Recipient specifying in reasonable detail the alleged material breach or default and requesting such breach or default be cured.

Term and Termination. 8.1 This 3.1 The term of this Agreement may be commences as of the consummation of the Agreement and shall continue for one (1) years unless sooner terminated by any Party with or without cause on thirty (30) days’ advance written noticeas herein provided. 8.2 Notwithstanding any other provision 3.2 If Executive dies during the term of this Agreement, DFASthis Agreement shall thereupon terminate, except that the Company shall pay to Lender any accrued and unpaid fee due Lender pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.2 based on the days of service prior to the death in conjunction with the Vesting Schedule, and all previously accrued but unpaid expense reimbursements at the time of termination, including for. 3.3 The Company reserves the right to terminate this Agreement upon ten (10) days written notice if, for a continuous or accumulated period of forty-five (45) days during the one year term of this Agreement, Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the Adviser obligations of Executive and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.2 based on the days of service prior to the cessation of Executive’s services in conjunction with the Vesting Schedule, and all previously accrued but unpaid expense reimbursements. 3.4 The Company reserves the right to declare Executive in default of this Agreement if Executive willfully breaches or habitually neglects the Fund duties which he is required to perform under the terms of this Agreement, or if Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to the Company or its business. The Company may terminate this Agreement for cause on by giving written notice of termination to Executive. With the exception of the covenants included in Section 4 below, upon the date of delivery of the written notice of such termination, the obligations of Executive and the Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.5 Executive’s employment may be terminated at any time by Executive upon not less than ninety (90) days written notice by Executive to the Board. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.6 Company may terminate Executive’s employment upon not less than thirty (30) days’ prior days written notice by Company to Executive. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of Restricted Stock under Section 2.2 based on the days of service prior to the Companytermination in conjunction with the Vesting Schedule, unless and all previously accrued but unpaid expense reimbursements at the Company has cured such cause within thirty (30) days time of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereundertermination. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This (a) Subject to Section 12(b), this Agreement may be terminated by any Party with or without cause shall terminate on thirty the earliest to occur of (30i) days’ advance written notice. 8.2 Notwithstanding any other provision the expiration of this the Initial Term of the Management Agreement, DFAS(ii) the termination of the Management Agreement by the REIT, or (iii) the effective date of the removal of the Sub-Manager for Cause (such earliest date, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser “Termination Date”); provided that all rights and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS obligations with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding earned but unpaid Sub-Manager Base Management Fee and any other provision of this Agreement, the Company may terminate amounts payable under this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ periods prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, on or in connection with the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding Termination Date shall survive the termination of this Agreement; provided, each Party further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall continue for so long as be no Sub-Manager Termination Fee paid to the Sub-Manager. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure Affiliates, on the continued tax status thereof one hand, and the Manager or any Member Manager, on the other hand, enter into a new management agreement effective within six months of such termination, this Agreement will be deemed to apply with respect to such new management agreement; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or any of its Affiliates. The applicable Member, or the Members, as may be the case, shall cause the applicable Member Manager, if it is not the Manager, to assume the Manager’s obligations under this Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall enter into good faith negotiations with regard to any such appropriate amendments and the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of benefits thereunderfees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to such new agreement. (b) Upon the termination of this Agreement (or, in the case of a termination pursuant to Section 11(a)(iii), the determination of termination in accordance with Section 14(b)), except to the extent inconsistent with applicable law, the Sub-Manager shall as promptly as reasonably practicable (A) deliver to the Manager one copy of all expense statements generated pursuant to Section 7 hereof covering the period following the date of the last provision of such expense statements to the Manager through the Termination Date; and (B) deliver to the Manager all property and documents of the REIT provided to or obtained by the Sub-Manager pursuant to or in connection with this Agreement, including all copies and extracts thereof in whatever form, then in the Sub-Manager’s possession or under its control (provided that the Sub-Manager’s outside counsel may retain one copy to be kept confidential and used solely for archival purposes). (c) Subject to other provisions of this Agreement, if the Sub-Manager is removed for Cause, the effective date of a removal for Cause shall be the date upon which the Manager shall have delivered to Sub-Manager both (i) written notice that the Sub-Manager is being removed for Cause in accordance with this Sub-Management Agreement, and (ii) a copy of the applicable final, non-appealable order evidencing the required final determination of the court of competent jurisdiction.

Term and Termination. 8.1 This (a) The term of employment under this Agreement may be shall commence as of the Commencement Date, and will continue indefinitely unless terminated by under any Party with or without cause on thirty of the following circumstances: (30i) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund Company may terminate this Agreement the employment of Employee immediately for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision Cause. For purposes of this Agreement, the term “Cause” will be defined to include matters such as: (1) conviction of any crime involving moral turpitude or dishonesty; (2) willful refusal to perform the lawful instructions of the Board of Directors pertaining to Employee’s employment under this Agreement and/or to substantially perform Employee’s assigned duties, provided, however, that if such refusal and/or failure to perform is susceptible to cure, Employee shall not have cured such refusal and/or failure within 14 days of having been given written notice thereof; (3) the misappropriation of corporate assets or corporate opportunities by Employee or any other acts of dishonesty or breach of Employee’s fiduciary duties or duties of care to Company (except for conduct taken in good faith); (4) any conduct (other than conduct in good faith) materially detrimental to Company; (5) a material breach of the terms of this Agreement; and (6) any other act or omission that would legally entitle Company to dismiss Employee without payment of severance pay in connection with such dismissal. (ii) Company may terminate this Agreement for cause on not less Employee’s employment with Company by sending a notice of termination to Employee, provided that such notice determines a date of termination no earlier than thirty (30) days’ prior written the end of the Notice Period, it being understood that Company may provide such notice to DFASat any time without cause. Alternatively, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement Employee’s employment forthwith and pay Employee the Salary and all other benefits, as if she was actually working during the notice period. (iii) Employee may terminate Employee’s employment with Company by sending a written notice of termination to Company, provided that such notice determines a date of termination no earlier than the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements end of the ContractsNotice Period, it being understood that Employee may provide such notice at any time without cause and without the need to state the reason therefore. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change inDuring the Notice Period, or other material revision to, Employee shall (i) cooperate with Company and use its best efforts to assist the Contracts or the prospectus(es) integration into Company’s organization of the Portfoliosperson or persons who will assume Employee’s responsibilities, which material change if so requested by Company, and (ii) continue to receive the compensation set forth herein. At the option of Company, during the Notice Period, Employee shall continue to perform its duties as set forth herein or revision is not acceptable to any remain absent from the premises of Company during the other Parties; orNotice Period. (c) If the employment of Employee is terminated (for any action taken by federalreason) under Sections 5(a) (i), state (ii) or other regulatory authorities of competent jurisdiction which(iii), then unless the parties otherwise mutually agree in writing, in full satisfaction of Company’s obligations under this Agreement and under applicable law, Employee shall only be entitled to: (A) earned but unpaid Salary provided for herein up to and including the reasonable judgment effective date of termination, prorated on a daily basis; (B) release of the managers insurance policy and/or pension fund (unless the circumstances of such termination entitle Company to retain a portion of the managers insurance policy and/or pension fund); (C) release of the further education fund, if any; and (D) a cash payment for all unredeemed vacation days, if any, up to the maximum number specified above. Company and Employee agree and acknowledge that transfer of ownership of all the money accumulated in the manager’s insurance policy and/or pension fund to Employee as set forth in this Section 5(c) shall be in lieu of any right to receive severance pay under law. (d) In the event that Employee terminates Employee’s employment with Company by sending a written notice of termination to Company during the Parties24-month period following the Commencement Date, either provided that: (i) materially and adversely alters such notice determines a date of termination no earlier than the terms, advantages and/or benefits end of the Contracts to current or prospective purchasersNotice Period; or and (ii) materially or adversely alters such notice is provided within 30 days from the terms or conditions date of such Party’s participation appointment of New Officer and in connection thereto, Employee shall be entitled, in addition to the subject matter of this Agreementaforesaid in Section 5 (c) above, to a 3-month Salary and all the additional benefits as if Employee was still actually working. 8.11 Notwithstanding (e) In the event of any termination of this AgreementEmployee’s employment, each Party shall continue whether or not for so long cause and whatever the reason, Employee will promptly deliver to Company all documents, data, records and other information pertaining to Employee’s employment and any Proprietary Information (as defined in Section 6), and Employee will not take with her any Contracts remain outstanding documents or data, or any reproduction or excerpt of any documents or data, containing or pertaining to perform such Employee’s employment or any Proprietary Information. Furthermore, Employee and Company agree and undertake that both parties will not make any statements, comments, or communications that constitute libel, slander, or disparagement of Employee and/or Company and/or any of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderpredecessors, subsidiaries, shareholders successors, affiliates, directors, officers employees, agents, representatives, attorneys, related entities, insurers, agents, representatives.

Term and Termination. 8.1 This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by any Party with vote of a majority of the Fund’s trustees who are not “interested persons,” as defined in the 1940 Act, of the Fund and who have no direct or without cause indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund, on thirty (30) not more than 60 days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the CompanyManaging Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, unless as defined in the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant 1940 Act. Upon expiration or obligation hereunder. 8.3 Notwithstanding any other provision termination of this Agreement, the Company may terminate Fund shall pay to the Managing Dealer any reimbursement for all accountable expenses incurred in accordance with this Agreement for cause on agreement prior to the termination date and not less than thirty (30) days’ prior written notice to DFASyet paid at such time. Upon termination, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice Managing Dealer shall promptly deliver to the Fund all records and DFAS documents in its possession that relate to the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with respect the Fund to any Portfolio based upon the Company’s determination that shares accomplish an orderly transfer of such Portfolio are not reasonably available to meet the requirements management of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement Offering to a party designated by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 4.1 This Agreement may shall become effective when signed by all the Partners and shall expire on 201 2 December 31 unless extended in accordance with Article 4.2. 4.2 At points, to be terminated known as Assessment Points, the Parties shall decide whether or not to close the Gemini Facilities, in whole or in part, and whether to: a) extend this Agreement for a further period of at least three years; or b) allow this Agreement to expire without renewal and dispose of the Gemini Facilities. 4.3 The first Assessment Point shall be within calendar year 2009. Subsequent Assessment Points shall be at 3-yearly intervals unless otherwise determined by unanimous agreement of the Board. 4.4 At any Assessment Point, any Party with may elect not to continue its participation in Gemini beyond the current expiry date. Any Party electing not to continue shall not be subject to penalty. However, if in consequence of any Party electing not to continue, the remaining Parties are able to operate only part of the Gemini Facilities, the Party electing not to continue shall share any costs or without cause on thirty (30) days’ advance written noticebenefits arising from the partial closure of the Gemini Facilities in proportion to its contribution to Gemini The Party electing not to continue shall not be entitled to make any claim for compensation for prior contribution. 8.2 Notwithstanding any other provision 4.5 The remaining Parties shall take full responsibility for the assets and liabilities of this AgreementGemini, DFASand must agree to the proportions in which those assets, and the costs of operating the Gemini Telescopes, shall henceforth be apportioned between them. In consequence, the Adviser remaining Parties shall either amend this Agreement or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunderand replace it with a new agreement. 8.3 Notwithstanding 4.6 In the event that the Parties agree to terminate this Agreement during Construction and Commissioning, or to close the Gemini Facilities, in whole or in part, during Operation, the Parties will share any other provision costs and/or benefits arising from such termination or closure in proportion to their contribution to Gemini. 4.7 On expiry of this Agreement, the Company Parties shall agree on the manner in which the assets shall be disposed of. The costs or benefits arising from that disposal, including the net proceeds that may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice arise from any sale of assets, shall be divided between the Parties in proportion to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereundertheir contribution to Gemini. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) This Agreement may be terminated by any Party with or without cause shall become effective on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or and shall continue until the date (the “Termination Date”) that is the subject earliest of: (i) June 30, 2030; (ii) the date that all of material adverse publicity.the Conveyances have been terminated or are no longer held by the Trust; 8.9 Notwithstanding any other provision of this Agreement, (iii) the date that either the Company or the Trustee may terminate this Agreement designate by delivering a written notice no less than 90 days prior to such date, provided that the FundCompany’s drilling obligations under the Development Agreement shall have been completed by such date; provided further, the Adviser and DFAShowever, if that the Company shall determine, not terminate this Administrative Services Agreement except in its sole judgment, exercised in good faith, that any connection with the Company’s transfer of some or all of the FundSubject Interests, as defined in the PortfoliosConveyances, and then only with respect to the Adviser or DFAS has suffered a material adverse change Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the transferee of such Subject Interests reasonably satisfactory to the Trustee in its business, operations, financial condition or prospects since which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and (iv) the date of this Agreement or is as mutually agreed by the subject of material adverse publicity. 8.10 Notwithstanding any other provision of parties to this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control;. (b) a material change inUpon termination of this Agreement in accordance with this Section 5.01, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either all rights and obligations under this Agreement shall cease except for (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the obligations that expressly survive termination of this Agreement, each Party shall continue for so long as (ii) liabilities and obligations that have accrued prior to the Termination Date, including the obligation to pay any Contracts remain outstanding amounts that have become due and payable prior to perform such Termination Date, and (iii) the obligation to pay any portion of its duties hereunder as are necessary the Administrative Services Fee that has accrued prior to ensure such Termination Date, even if such portion has not become due and payable at the continued tax status thereof and the payment time of benefits thereundertermination.

Term and Termination. 8.1 11.1 This Agreement may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser Dealer Manager or the Fund in the event that (a) the Fund or the Dealer Manager shall have materially failed to comply with any of the material provisions of this Agreement or (b) the Fund or the Dealer Manager materially breaches any of its representations and warranties contained in this Agreement and, in the case of the Fund, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement for cause on under this sentence unless such failure(s) or breach(es) under clause (a) or (b) above is or are not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days after such party has delivered notice of receiving such noticeintent to terminate under this Section 11.1. In any case, for this Agreement shall expire at the close of business on the Termination Date. 11.2 Notwithstanding Section 11.1, this Agreement may be terminated at any material breach by time, without the Company payment of any representationpenalty, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision by vote of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and a majority of the Fund, unless DFAS, ’s trustees who are not “interested persons” (as defined in the Adviser or the Fund, as appropriate, has cured such cause within thirty (301940 Act) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon who have no direct or indirect financial interest in the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements operation of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued distribution plan or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is by vote of a majority of the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any outstanding voting securities of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less more than sixty (60) days’ prior written notice to all other Partiesthe Dealer Manager; and will automatically terminate in the event of its assignment (as defined in the 1940 Act). 11.3 Notwithstanding anything to the contrary in this Agreement, unless any this Agreement shall remain in force until the first anniversary of the other Parties has cured date hereof and shall thereafter continue in effect from year to year only so long as such cause within sixty (60) days of receiving such notice, for any one continuance is specifically approved at least annually by a vote of the following reasons: Fund’s board of trustees, including a majority of the trustees who are not “interested persons” (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es1940 Act) of the Portfolios, which material change Fund and who have no direct or revision is not acceptable to any indirect financial interest in the operation of the other Parties; or (c) any action taken by federalFund’s distribution plan or this Agreement, state or other regulatory authorities cast in person at a meeting called for the purpose of competent jurisdiction which, in voting on the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter continuance of this Agreement. 8.11 Notwithstanding 11.4 Upon the expiration or termination of this Agreement, each Party the Dealer Manager shall continue (i) promptly deposit all funds, if any, in its possession which were received from investors for so long the sale of Offered Shares into the appropriate account designated by the Fund, (ii) promptly deliver to the Fund all records and documents in its possession which relate to the Offering and are not designated as any Contracts remain outstanding dealer copies, (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering and (iv) to perform the extent not disclosed by the Fund in a public filing with the SEC, notify Selected Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents, but shall keep all such information confidential. The Dealer Manager shall use its duties hereunder best efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund. 11.5 Upon expiration or termination of this Agreement, the Fund shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under this Agreement at such time as are necessary to ensure the continued tax status thereof and the payment of benefits thereundersuch compensation becomes payable.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who #99032120v1 have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeCompany’s trustees who are not “interested persons”, or if as defined in the 1940 Act, of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, Intermediary Manager or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party (a) the Company shall continue pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for so long all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any Contracts remain outstanding losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to perform such an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 This 23.1 Subject to this Article 23 and to the Petroleum (Exploration and Production) Law PNDCL 84 (Section 12) the term of this Agreement may shall be terminated by any Party with or without cause on thirty (30) days’ advance written noticeyears commencing from the Effective Date. 8.2 Notwithstanding 23.2 At the end of the term provided for in Article 23.1, provided that this Agreement has not earlier been terminated, the Parties may negotiate concerning the terms and conditions of a further agreement with respect to the Contract Area or any other provision part thereof, but no failure to enter any such further agreement shall give rise to arbitration pursuant to Article 24 hereof. 23.3 Subject to Article 22, Termination of this AgreementAgreement shall result upon the occurrence of any of the following: a) the relinquishment or surrender of the entire Contract Area; b) the termination of the Exploration Period including extensions pursuant to Article 3 without notification by Contractor of commerciality pursuant to Article 8 in respect of a Discovery of Petroleum in the Contract Area; provided, DFAShowever, Termination shall not occur while Contractor has the Adviser right to evaluate a Discovery for appraisal or commerciality and/or propose a Development Plan pursuant to Articles 8 or 14, or once a Development Plan has been approved, nor when the Fund provisions of Articles 8.13 through 8.19 are applicable; c) if, following a notice that a Discovery is a Commercial Discovery the Exploration Period terminates under Article 3 without a Development Plan being approved, provided however that Termination shall not occur when the provisions of Articles 8.13 through 8.19 are applicable; or d) the failure of Contractor through any cause other than Force Majeure, to commence preparations with respect to Development Operations pursuant to Article 8.11. 23.4 Subject to Article 22 and pursuant to procedures described in Article 23.5 below GNPC and/or the State may terminate this Agreement upon the uncorrected occurrence of any of the events (or failures to act listed) below: a) the submission by Contractor to GNPC of a written statement which Contractor knows or should have known to be false, in a material particular; provided that in the event of intent on the part of Contractor to cause serious damage to GNPC or the State, a period for cause on remedy of such false statement shall not less than thirty (30be given; b) days’ prior written notice the assignment or purported assignment by Contractor of this Agreement contrary to the Companyprovisions of Article 25 hereof; c) the insolvency or bankruptcy of Contractor, the entry by Contractor into any agreements or composition with its creditors, taking advantage of any law for the benefit of debtors or Contractor’s entry into liquidation, or receivership, whether compulsory or voluntary, and there is thereby justifiable anticipation that the obligations of Contractor hereunder will not be performed; provided, however, if the Contractor is comprised of more than one non-Affiliated entity, then the insolvency or bankruptcy of one Contractor Party shall not lead to a termination of the Agreement if the other Contractor Parties will assume the rights and obligations of the defaulting Contractor Party under the Petroleum Agreement; d) the intentional extraction by Contractor of any material of potential economic value other than as authorised under this Agreement, or any applicable law except for such extraction as may be unavoidable as a result of Petroleum Operations conducted in accordance with accepted international petroleum industry practice, in the same or similar circumstances; e) failure by Contractor i) to fulfil its minimum work obligations pursuant to Article 4.3, save where the Minister has waived the default; or ii) to carry out an approved Appraisal Programme undertaken by Contractor pursuant to Article 8, unless Contractor notifies GNPC and the Company has cured such cause Minister that the Appraisal Programme should be amended and submits said amendment to the JMC for its review; f) substantial and material failure by Contractor to comply with any of its obligations pursuant to Article 7.1 hereof; g) failure by Contractor to make any payment of any sum due to GNPC or the State pursuant to this Agreement within thirty (30) days after receiving notice that such payment is due, except where liability for payment of receiving such noticesum is disputed in good faith by Contractor in which case the matter shall, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on if agreement in relation to it cannot less than be reached after thirty (30) days’ prior , be referred to arbitration under Article 24; h) failure by Contractor to comply with any decisions reached as a result of any arbitration proceedings conducted pursuant to Article 24 hereof. 23.5 If GNPC and/or the State believe an event or failure to act as described in Article 23.4 above has occurred, a written notice shall be given to DFAS, Contractor describing the Adviser and the Fund, unless DFAS, the Adviser event or the Fund, as appropriate, has cured such cause within failure. Contractor shall have thirty (30) days from receipt of receiving such said notice to commence and pursue remedy of the event or failure cited in the notice. If after said thirty (30) days Contractor has failed to commence appropriate remedial action, for GNPC and/or the State may then issue a written Notice of Termination to Contractor which shall become effective thirty (30) days from receipt of said Notice by Contractor unless Contractor has referred the matter to arbitration. In the event that Contractor disputes whether an event specified in Article 23.3 or Article 23.4 has occurred or been remedied, Contractor may, any material breach by DFAS, time up to the Adviser or the Fund effective date of any representationNotice of Termination refer the dispute to arbitration pursuant to Article 24 hereof. If so referred, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, GNPC and/or the Company State may not terminate this Agreement by written notice to the Fund and DFAS with in respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold except in accordance with applicable state and/or federal law, or such law precludes the use terms of such shares as the underlying investment media of the Contracts issued or to be issued by the Companyany resulting arbitration award. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the 23.6 Upon termination of this Agreement, each Party all rights of Contractor hereunder shall continue cease, except for so long such rights as may at such time have accrued, and without prejudice to any Contracts remain outstanding obligation or liability imposed or incurred under this Agreement prior to perform Termination and to such rights and obligations as the Parties may have under applicable law. 23.7 Upon termination of its duties hereunder as are necessary to ensure this Agreement or in the continued tax status thereof event of an assignment of all the rights of Contractor, all ▇▇▇▇▇ and the payment associated facilities shall be left in a state of benefits thereundergood repair in accordance with accepted international petroleum industry practice.

Term and Termination. 8.1 This Agreement may shall have a term which extends from the Effective Date to the latest date of expiry of a patent included in the Technology obtained by the University or its assigns pursuant to the University obligations as defined by this Agreement and in the event the IP is protected under the provisions of copyright law the term shall be terminated by any Party with or without cause on thirty (30) days’ advance written noticea period of twenty years following the Effective Date. 8.2 Notwithstanding any other provision of this Agreement, DFAS, The University shall have the Adviser or the Fund may right to terminate this Agreement for cause on not less than thirty (30) days’ prior written when in the sole opinion of the University there appears to be no reasonable prospect or expectation of the successful Protection or Commercialization of the IP. In the event of such termination, the University shall be released from its obligation to pay any further Direct Costs. The University shall advise the Researchers of its intention to terminate the Agreement by notice in writing sent to the Researchers in accordance with Article 11. 8.3 In the event of termination of this Agreement under Article 8.2 and upon the Researchers formally providing notice to the CompanyUniversity, unless in accordance with Article 11, that they wish to independently continue to pursue the Company Protection and Commercialization of the IP, the Researchers and the University agree to thereafter reasonably negotiate a post-termination settlement agreement whereby the University shall reassign any right, title and interest in the IP to the Researchers, or such other single third party as may be identified in writing by all of the Researchers, subject to the University being entitled to: i) reimbursement of all past Direct Costs and ii) a reasonable future claim of Revenue that may be independently generated by the Researchers, such future claim of Revenue to be reasonable and commensurate with WatCo’s level of investment and effort to advance the commercial readiness of the IP prior to termination. 8.4 If a Commercialization agreement for the IP has cured not been executed within five (5) years of the Effective Date, Researchers thereafter shall have the right to terminate this Agreement by providing the University with ninety (90) days written notice in accordance with Article 11. In the event Researchers elect to terminate in accordance with this Section 8.4, any post termination Revenues received by the Researchers from the granting of rights in the IP shall first be applied to reimburse any outstanding Direct Costs incurred by the University. Any further Revenues which are due or which become due within one (1) year from the date of such cause termination, and which are subsequently received by the Researchers from a party to whom WatCo had previously invested effort in engaging such party in Commercialization discussion related to the IP, shall be shared with the University in the manner described in Section 7.1. Researchers shall remit such payments to the University within thirty (30) days after the end of receiving the calendar quarter within which Researchers receive such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this AgreementRevenues. For clarity, the Company may Researchers shall not have the right to terminate this Agreement for cause on not less than thirty upon WatCo formally executing a Commercialization agreement with a third party within five (305) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements years of the ContractsEffective Date. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) This Agreement may be shall remain in effect from the date first written above until terminated by any Party with mutual agreement of the parties or without cause on thirty (30) days’ advance written noticeotherwise as permitted in this Section 12. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30b) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company Hologic may terminate this Agreement by written notice to Vivitech if Vivitech fails to pay the Fund royalties required pursuant to Section 5, provided Hologic has given Vivitech written notice that it has not received a required quarterly payment and DFAS with respect to any Portfolio based upon Vivitech has failed, within 45 days following the Company’s determination that shares effective date of such Portfolio are not reasonably available notice, either (i) to meet provide Hologic with Written notice that no sales for which royalties were required were made during such quarter or (ii) to make the requirements required payment. (c) Hologic may terminate this Agreement by written notice after the fifth anniversary of the Contractsdate hereof and prior to Vivitech's payment of royalties in the aggregate amount of $7,000,000.00, if Vivitech or any of Vivitech's Affiliated Parties begins marketing a product that competes with the Product or that renders the Product obsolete, provided that Hologic has given Vivitech at least 90 days prior written notice of Hologic's objection to the marketing of a specific product and the marketing of such product has not been terminated within such 90-day period and provided, further, that Vivitech has not paid Hologic royalties in the amount of at least $200,000.00 for Vivitech's immediately preceding fiscal year or, if a lesser amount was paid for such fiscal year, Vivitech has not paid the difference between $200,000.00 and the amount actually paid prior to the expiration of such 90-day notice period. 8.5 Notwithstanding any other provision of this Agreement, the Company (d) Hologic may terminate this Agreement by written notice to Vivitech if the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media aggregate amount of the Contracts issued royalty payments Vivitech makes pursuant to Section 5, above, does not equal or to be issued by exceed (1) $100,000.00 on or before the Company. 8.6 Notwithstanding any other provision third anniversary of the date of this Agreement; (ii) $250,000.00 on or before the fourth anniversary of the date of this Agreement; and (iii) $500,000.00 on or before the fifth anniversary of the date of this Agreement, provided that termination pursuant to this Section 12(d) may not take effect unless Hologic shall have first given Vivitech written notice of the Company amount of any deficiency in the required minimum royalty payments hereunder and Vivitech shall have failed to pay such deficiency within 45 days following the effective date of such notice. (e) Either party may terminate this Agreement at any time for a default by the other party consisting of anything other than a failure to pay royalties pursuant to Section 5, effective on the date specified in a notice of termination, provided that at least 60 days prior to giving such notice of termination the terminating party shall have given the defaulting party written notice to identifying the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M nature of the Codedefault and the defaulting party shall have failed to remedy the default within such 60-day period or, if such default is not susceptible of being remedied within such period, shall have failed to initiate action within such period that is reasonably calculated to remedy such default as promptly as practicable or if the Company reasonably believes that any fails to pursue such Portfolio may fail action diligently to so qualifycompletion. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date (f) Upon termination of this Agreement for any reason, the licenses set forth in Section 3, above, shall terminate. Each party shall return to the other party all records of such other party's proprietary or is confidential information in its possession. Vivitech shall be entitled to assemble any units of the subject of material adverse publicityProduct for which components have been purchased or ordered and sell to any third parties any Product, including such assembled Product, remaining in its inventory. 8.9 Notwithstanding any other provision of this Agreement(g) Sections 5, the Company may terminate this Agreement by written notice to the Fund9, the Adviser 10, 12(f), 12(g), 13, 14, 16, 20, 23, 24, 25, 26, and DFAS, if the Company 27 shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter survive termination of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 a. The term of this Agreement (the “Term”) shall be for the longer of (i) six (6) months from and after the date first above written or (ii) the last to expire of the Amended Warrants. b. This Agreement may be terminated by the Company at any Party with time prior to the acceptance by the Company of the Warrant Holders’ Acceptance and Exercise Documents by the Company (i) in the event that the Warrant Agent shall have failed to perform any of its material obligations hereunder, (ii) on account of the Warrant Agent’s fraud, illegal or without cause on thirty willful misconduct or gross negligence, (30iii) days’ advance written noticea material breach of this Agreement by the Warrant Agent or (iv) if the Brokers who originally participated in the Bridge Note Offering and the PPO Unit Offering are no longer employed by the Warrant Agent or if such individual(s) are no longer the principal investment banker(s) assigned to this engagement. 8.2 Notwithstanding c. In the event of termination of the Agreement by the Company pursuant to this Section 7, that Warrant Agent shall not be entitled to any other provision of this Agreementamounts whatsoever except (i) as may be due under any indemnity or contribution obligation provided herein, DFASat law or otherwise, and (ii) the Company shall be required to pay the Warrant Agent Counsel Fee in full, the Adviser Expense Payment for expenses properly accrued through the date of termination, and that portion of the Solicitation Fee for any Warrant Agent Investors who exercised their Amended Warrants prior to the Company’s notice of termination to the Warrant Agent. d. Before any termination by Company under Section 7(b)(i) or (iii) shall become effective, the Fund may terminate this Agreement for cause on not less than thirty Company shall give five (305) days’ days prior written notice to the CompanyWarrant Agent of its intention to terminate the Agreement (the “Termination Notice”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, unless or their resulting adverse effect on the Company has cured such cause within thirty transactions contemplated hereby, are curable, then the Warrant Agent shall have three (303) days from the Termination Notice within which to remove such grounds or to eliminate all of receiving such notice, for any their material breach by adverse effects on the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreementtransactions contemplated hereby; otherwise, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereundershall terminate. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This (a) The term of Company's Services under this Agreement may be terminated by any Party with or without cause shall commence on thirty the Effective Date and shall continue for the period set forth in the SRDS (30) days’ advance written noticethe "Term"). 8.2 Notwithstanding any other provision of this Agreement, DFAS, (b) Either party shall have the Adviser or the Fund may right to terminate this Agreement for cause on not less than thirty (30) days’ prior written notice in the event that the other party fails to the Company, unless the Company has cured such cause cure any material breach of this Agreement within thirty (30) days after receipt of receiving such noticenotice from the other party or files a petition for bankruptcy, for any material breach by the Company of any representation, warranty, covenant becomes insolvent or obligation hereunderdissolves. 8.3 Notwithstanding any other provision of this Agreement, the (c) Company may terminate this Agreement for cause on not less than thirty (30) days’ prior upon written notice to DFAS, the Adviser and Purchaser in the Fund, unless DFAS, event Purchaser fails to pay Company any amounts due hereunder within fifteen (15) days after Company notifies the Adviser or the Fund, as appropriate, has cured Purchaser in writing that such cause within payment is past due. (d) Either party may terminate this Agreement at any time upon thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect other party. (e) Upon the expiry or termination of this Agreement for any reason, each party will be released from all obligations to the other arising after the date of expiry or termination, except for those, which by their terms survive such termination or expiry. The termination of this Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any Portfolio based party against the other party, prior to such termination. For avoidance of doubt, it is clarified that immediately upon the Companyexpiry or termination of this Agreement for any reason whatsoever (i) the Services shall cease being performed; (ii) any unpaid fees and charges due to Company hereunder shall become immediately due and payable; and (iii) unless this Agreement is terminated by the Company pursuant to Section 9(d) above, Purchaser’s determination that shares license to the Deliverables shall cease and be of such Portfolio are not reasonably available no further force or effect. In the event this Agreement is terminated by the Company pursuant to meet the requirements Section 9(d) above Purchaser shall retain all rights and licenses to continue to use, copy, integrate, modify, enhance, and create Derivative Works of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice Deliverables subject to the Fund, limitations and continued compliance with the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes restrictions on the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio Deliverables set forth in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This The term of this Agreement may be shall commence on the date of execution by both parties and will continue perpetually unless terminated in accordance with this Agreement or by written notice by a party hereto given at least ninety (90) days prior to the proposed date of termination (“Term”). Those sections which by their nature are intended to survive termination or expiration of this Agreement shall survive any Party with termination or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision expiration of this Agreement, DFASincluding, without limitation, Sections 2, 3, 4, 5, 6, 7, 8, 10, and 11 through 20. Notwithstanding anything to the Adviser contrary contained in this Agreement: (i) Any disclosure, whether willful or accidental, by Academic Institution and/or any of its Internal Users of the Fund may identity of any broker, dealer or municipal securities dealer effecting, reporting or otherwise taking part in or involved with any trade in the Data shall be a material breach of this Agreement and shall automatically terminate this Agreement for cause without further action by either party; and (ii) This Agreement (and including Academic Institution’s access to any data of CGS provided hereunder in the Academic Data Set) is expressly conditioned on not less than thirty the effectiveness of MSRB’s agreement with CGS. Academic Institution’s license under this Agreement and, accordingly, access to data of CGS provided hereunder shall automatically terminate upon any termination of MSRB’s agreement with CGS. In addition, other data or information may be subject to third party license agreements between MSRB and the licensor and any rights to use such third party data or information under this Agreement shall terminate automatically in the event of a termination of the applicable third party license agreement. Accordingly, MSRB would notify Academic Institution as promptly as practicable if any such termination occurred. Academic Institution shall keep one copy of the Academic Data Set (30“Master Copy”) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding separate and distinct from any other provision information and shall not alter, modify or commingle the content or any part or parts of the Master Copy with Academic Institution’s own information or that of a third party. In the event of termination of a specific Attachment A or this Agreement, Academic Institution shall (i) cease all use of the Company may terminate this Agreement Academic Data Set or cease using the Academic Data Set for cause on the purposes of the specific Attachment A which was terminated and (ii) promptly delete or destroy the Master Copy of the Academic Data Set, except to the extent Academic Institution is required to retain portions of the Academic Data Set for regulatory compliance purposes. Academic Institution shall deliver promptly (and in any event within ten (10) Business Days after termination) to MSRB written certification that the Master Copy, except to the extent Academic Institution is required to retain portions of the Academic Data Set for regulatory compliance purposes, has been purged from Academic Institution’s computer systems, and all copies or portions thereof. Notwithstanding the foregoing, Academic Institution is not less than thirty required to expunge de minimis amounts (30) days’ prior written notice to DFAS, both in terms of amount of material obtained from the Adviser Academic Data Set and the Fund, unless DFAS, proportionate amount of such material used within Academic Institution’s materials) of the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice Academic Data Set to the Fund extent contained in working papers, reports, spreadsheets, charts, risk models, financial histories, credit profiles and DFAS with respect to any Portfolio based upon like items created and used during the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold Term in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media provisions of the Contracts issued Agreement. Academic Institution may also access and retain those portions of the Academic Data Set for backup or document retention purposes, necessary for statutory audit requirements, regulatory compliance purposes or as required by law or to be issued by the Company. 8.6 Notwithstanding extent necessary to properly respond to a request of any other provision regulatory body with control over Academic Institution. For the avoidance of this Agreementdoubt, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M retained portions of the CodeAcademic Data Set may not be repurposed (e.g., incorporated into new materials) or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the otherwise used after termination of this Agreement, each Party . In no event shall continue for so long as Academic Institution make any Contracts remain outstanding to perform such further research use (or any commercial use) of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderany retained Academic Data Set or portion thereof.

Term and Termination. 8.1 18.1 This Agreement may be shall take effect as of the first day of the month in which the Korean Food & Drug Administration approves the sale of the Products in Korea after the completion of initial batch testing for the Products (the “Effective Date”). Unless earlier terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision pursuant to the terms of this Agreement, DFASthis Agreement shall remain in effect for an initial term of three (3) years commencing on the Effective Date and ending on the date falling three (3) years thereafter (the “Initial Term”), and shall thereafter be automatically renewed for successive periods of one (1) year each on the Adviser same terms and conditions, unless B gives Distributor prior written notice of its intention not to renew this Agreement prior to the end of such Initial Term or renewed term, as the Fund case may be. 18.2 In the event that any of the following occurs, B shall be entitled to immediately terminate this Agreement in whole or in part (i.e., by removing from this Agreement the distributorship for cause on not less than thirty (30any of the Products or for any part of the Territory) days’ prior upon written notice to Distributor: (a) Distributor commits any breach of this Agreement and, in the Companycase of a breach capable of remedy, unless fails to remedy the Company has cured such cause breach within thirty (30) days after receipt of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior a written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in controlfrom B; (b) Distributor becomes generally unable to pay its debts as they become due; (c) an encumbrancer takes possession of or a material change in, or other material revision to, the Contracts or the prospectus(es) receiver is appointed over any of the Portfolios, which material property or assets of Distributor; (d) Distributor makes any voluntary arrangement with its creditors or becomes subject to an administration order; (e) Distributor goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the entity resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement); (f) the majority ownership of Distributor changes; (g) there is a substantial change in the personnel of Distributor responsible for sales and marketing of any of the Products or revision is not acceptable in any part of the Territory; or (h) B disposes of any part of its business that relates to any of the Products. 18.3 The rights of termination under this Article shall be without prejudice to any other Parties; or (c) any action taken by federal, state right or other regulatory authorities remedy of competent jurisdiction which, B in the reasonable judgment of any respect of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current breach concerned or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementany other breach. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (A) This Agreement shall be effective as of the date hereof. (B) This Agreement and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (C) This Agreement and the employment of the Executive may be terminated by Hub for any reason whatsoever upon prior written notice to the Executive, or by the Executive for Good Reason upon written notice to Hub, provided that, in the event that the Agreement is terminated in accordance with this Section 5(C), the Executive shall be: (i) paid the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (ii) (a) an amount equal to twelve (12) months’ Basic Compensation; (b) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior Bonus paid to the Executive; and (c) the value of the group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months, provided that in the event that the Executive breaches any of the provisions of Section 4 hereof, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under this Section 5(C) or by way of any other damages, compensation or pay in lieu of notice; and provided further that in no event shall the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (D) Notwithstanding Section 5(B), this Agreement may be terminated immediately by Hub for Cause, without further obligation to the Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of termination. (E) Notwithstanding Section 5(B), this Agreement may be terminated by any Party with or without cause on thirty Hub due to the Disability of the Executive upon ninety (3090) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the CompanyExecutive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (F) Notwithstanding Section 5(B), this Agreement shall be terminated immediately upon the Death of the Executive or, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach otherwise agreed by the Company parties, upon the Executive’s attaining sixty-five (65) years of any representationage, warranty, covenant or obligation hereunderprovided that the Executive shall be entitled to receive an amount equal to the Basic Compensation. 8.3 Notwithstanding any other provision (G) In the event of termination of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreementterms hereof, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements provisions of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party 4 shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof in full force and the payment of benefits thereundereffect.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (30a) days’ advance written notice. 8.2 Notwithstanding any other provision of Subject to the terms and conditions as set forth in this Agreement, DFASthe term of this Agreement shall be for a period of two (2) years. (b) Without prejudice to Yissum's rights at law or pursuant to this Agreement, the Adviser or the Fund Yissum may terminate this Agreement by notice given to the Company if a receiver or liquidator is appointed for cause on the Company and/or the Company passes a resolution for voluntary winding up or a winding up application is made against the Company and not less than thirty set aside within sixty (3060) days’ prior written notice ; (c) Without prejudice to the Company's rights pursuant to this Agreement or at law, unless the Company has cured such cause shall be entitled to terminate the Agreement on the winding up or bankruptcy of Yissum or if Yissum should commit a breach of the Agreement and not remedy the breach within thirty (30) days of receiving such notice, notice thereof. (d) Should the Inventor fail to attain any Milestone then the Company shall be entitled to terminate this Agreement and shall not be obligated to continue to finance the Research contemplated under this Agreement. (e) Should the Inventor become unable to complete or continue the Research for any reason, then Yissum and/or CMCC shall propose a substitute researcher (the "Substitute Researcher") to the Company. In the event that the Substitute Researcher is not reasonably acceptable to the Company, then the Company shall be entitled to terminate this Agreement and shall not be obligated to continue to finance the Research contemplated under this Agreement. (f) Upon termination of this Agreement other than pursuant to the above paragraphs (c) and (d), the Company shall return to Yissum, within fourteen (14) days of such termination, all material breach relating to the Research, Know-How and/or Research Results, and it may not make any further use thereof. Notwithstanding the foregoing, the termination of this Agreement by the expiry of the term set forth in subparagraph (a) above, provided that all payments due Yissum shall have been paid according to the terms of this Agreement, shall not be considered a termination pursuant to this subparagraph and shall not require the return by the Company of any representationmaterials relating to the Research, warranty, covenant Know-How and/or Research Results or obligation hereunderthe cessation of the use thereof. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30g) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the Upon termination of this Agreement, each Party Yissum shall continue for so long as refrain from selling any Contracts remain outstanding shares of common stock of the Company and exercising any warrants owned or possessed by Yissum and shall return any such shares or warrants to perform the Company within fourteen (14) days of such termination. (h) Termination of its duties hereunder as are necessary this Agreement pursuant to ensure this Article 11 shall not constitute a breach of, nor result in the continued tax status thereof and termination of, the payment of benefits thereunderLicense Agreement.

Term and Termination. 8.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any Party with party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of obligations under this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on which breach is not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause remedied within thirty (30) days from receipt of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in breach. In the event such Portfolio’s shares are not registeredof termination, issued or sold in accordance with applicable state and/or federal law, or such law precludes Company shall be compensated for the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since Services performed through the date of this Agreement or is termination in the subject amount of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; howeveradvance payment, a change in the name of the Party will not constitute a change in control; (b) a material change inprorated portion of the fees due, or other material revision (c) hourly fees for work performed by Company or Company’s agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, advances together with any Additional Costs incurred through and up to, the Contracts or date of cancellation. In the prospectus(es) event of termination by Client and upon full payment of compensation as provided herein, Company grants to Client such right and title as provided for in the PAYMENT SCHEDULE of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the Portfolios, which material change date of termination. Upon expiration or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each Party party under this Agreement, exclusive of the Services, shall continue for so long survive. By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as any Contracts remain outstanding of the last date of signature, and each signatory represents that it has the full authority to perform such enter into this Agreement and to bind her/his respective party to all of its duties hereunder as are necessary to ensure the continued tax status thereof terms and the payment of benefits thereunder.conditions herein. CLIENT: 360 Water COMPANY: CSF Communications, Inc. (d/b/a thePLAN) _ By: Title: By: Title : ▇▇▇▇▇▇▇ ▇ ▇▇▇ Chief Operating Officer Address : Address :

Term and Termination. 8.1 This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by any Party with vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or without cause indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on thirty (30) not more than 60 days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the CompanyManaging Dealer or the Advisor. This Agreement will automatically terminate in the event of its assignment, unless as defined in the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision 1940 Act. Upon termination of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice Managing Dealer shall promptly deliver to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice all records and documents in its possession that relate to the Fund and DFAS Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with respect the Company to any Portfolio based upon the Company’s determination that shares accomplish an orderly transfer of such Portfolio are not reasonably available to meet the requirements management of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice Offering to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued a party designated by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) The term (“Term”) of this Agreement and of Executive’s employment hereunder shall commence as of June 1, 2009 and shall continue for a period of one (1) year thereafter unless earlier terminated as provided in Section 3(b) of this Agreement. The Term will automatically be extended for an additional one-year period following the expiration of the Term and of any such extension of the Term thereafter (each extension of the Term being an “Extension Term”) without further action by the Executive or Company unless written notice not to renew is given to the other, by either the Company or Executive, not less than 90-days prior to the expiration of the Term or any Extension Term (such notice shall be referred to herein as a “Nonrenewal Notice”). In the event a Nonrenewal Notice is given by one party to the other as provided in the immediately preceding sentence, then the automatic extension of the Term or any Extension Term, as may be applicable, shall thereafter be of no further force and effect. (b) This Agreement and Executive’s employment shall terminate upon Executive’s death. This Agreement and Executive’s employment hereunder may also be terminated (i) upon mutual agreement of Executive and the Company; (ii) unilaterally by the Company, upon written notice to Executive, for Good Cause (as defined in Section 3(c) below); (iii) unilaterally by the Company, upon written notice to Executive, without Good Cause or (iv) upon written notice to Executive, if Executive shall at any Party time be unable to perform the essential functions of his job hereunder, by reason of a physical or mental illness or condition with or without cause on thirty reasonable accommodation, for a continuous period of one hundred eighty (30180) consecutive days’ advance written notice, as permitted by law and as certified by a physician or physicians selected by the Board. 8.2 Notwithstanding (c) As used in this Agreement, “Good Cause” means: (i) any other act of fraud or dishonesty; (ii) any act of theft or embezzlement; (in) the breach of any material provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on by Executive (provided that such breach is not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause by Executive within thirty (30) days of receiving written notice of such notice, for any material breach by from the Company); (iv) violation of the policies and procedures of the Company or the Subsidiary (v) failure to comply with the written directions of the Board; (vi) engaging in any unlawful harassment or discrimination; (vii) the conviction of Executive of any representation, warranty, covenant crime involving moral turpitude (whether felony or obligation hereunder. 8.3 Notwithstanding misdemeanor) or involving any other provision felony; (viii) any act of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach moral turpitude by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination Executive that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to materially adversely affects the Company, if the Subsidiary or any one Other Affiliates and any of their business reputations; (ix) violation of state or all shall determine, in their sole judgment, exercised in good faith, that federal securities laws; (x) failure to perform job duties after receiving written notice from the Company has suffered Board and a material adverse change in its business, operations, financial condition reasonable opportunity to cure or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding (xi) any other provision of this Agreementmatter constituting “good cause” under the laws (including inter alia, the Company may terminate this Agreement by written notice to the Fundstatutes, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser regulations or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(esjudicial case law) of the Portfolios, which material change or revision is not acceptable to any State of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this AgreementGeorgia. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) This Agreement Option shall expire on the date that is ten (10) years from the Grant Date (the "Expiration Date"); provided, that: (i) if Participant's engagement as a consultant is terminated for cause or by Participant’s resignation, the entire portion of this Option not theretofore exercised shall terminate effective as of the date of termination; (ii) if Participant's engagement as a consultant is terminated as a result of the death of Participant, this Option may be exercised, to the extent vested on the date of Participant's death, by Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of descent and distribution) at any time prior to the earlier of (i) the date that is three months after death and (ii) the Expiration Date; and (iii) if Participant's engagement as a consultant is terminated for any reason other than by any Party with the Company for cause, Participant's resignation or without cause Participant's death this Option may be exercised, to the extent vested on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision the effective date of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to termination of Participant's engagement as a consultant by the Company, unless at any time prior to the Company has cured earlier of (i) the date that is three months after the effective date of termination and (ii) the Expiration Date. Without limiting the generality of the foregoing, if Participant is permanently and totally disabled (within the meaning of section 105(d)(4), or any successor section, of the Code), this Option may be exercised, to the extent vested on the date of disability, by Participant (or his or her legal representative) at any time prior to the earlier of (i) the date that is three months after the date of such cause within thirty disability and (30ii) days the Expiration Date. (b) Participant may exercise all or part of receiving such noticethis Option at any time before its expiration pursuant to Section 3(a), but only to the extent that this Option had become exercisable for any material breach vested shares on the exercise date. Upon termination of Participant's engagement as a consultant by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFASreason, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS Option shall expire immediately with respect to any Portfolio based upon the number of Shares for which this Option is not yet exercisable. In the event that the Participant dies after termination of Participant's engagement as a consultant by the Company but before the earlier of (i) the date that is three months after the effective date of termination and (ii) the Expiration Date, all or part of this Option may be exercised (prior to the Expiration Date) by the Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of descent and distribution). (c) Nothing contained in this Agreement shall limit or be deemed to limit the Company’s determination that shares of such Portfolio are not reasonably available 's rights to meet terminate the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares Participant's engagement as the underlying investment media of the Contracts issued or to be issued a consultant by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement AGREEMENT shall commence upon the EFFECTIVE DATE and continue in effect, on a country by country and product by product basis for; (a) LICENSED PRODUCTS until the later of (i) the expiration of the last to expire of the PATENT RIGHTS covering such product in such country, or (ii) 15 years from the date of the first commercial SALE of such LICENSED PRODUCT in such country, and for (b) IDENTIFIED PRODUCTS until 15 years from the date of the first commercial SALE of such IDENTIFIED PRODUCT in such country The parties expressly agree that the term of payment for LICENSED PRODUCTS or IDENTIFIED PRODUCTS is not an extension of PATENT RIGHTS beyond their term, but rather the parties' desire to compensate BOARD from revenues LICENSEE may be terminated by any Party with or without cause on thirty (30) days’ advance written noticehave in the future derived [*#*] CONFIDENTIAL TREATMENT REQUESTED indirectly from PATENT RIGHTS licensed hereunder and for convenience of accounting. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonsThis AGREEMENT will earlier terminate: (a) change automatically if any payment or report obligation of LICENSEE under Article V of this AGREEMENT is received by UT SOUTHWESTERN more than 60 days after LICENSEE receives written notice that such payment(s) are in control of any Party or such Party’s ultimate controlling person; howeverarrears, a change in unless, before the name end of the Party will not constitute a change in control;60 day period, LICENSEE has cured the breach or default and so notifies BOARD, stating the manner of the cure; or (b) a material change inunder the provisions of sections 8.3 and 8.4, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable if invoked by written notice specifically to any of the other Partiesstipulated PATENT RIGHTS and/or TECHNOLOGY RIGHTS; or (c) any action taken by federal, state automatically if LICENSEE becomes bankrupt or other regulatory authorities insolvent and/or if the business of competent jurisdiction which, LICENSEE is placed in the reasonable judgment hands of a receiver, assignee, or trustee, whether by voluntary act of LICENSEE or otherwise; or (d) upon 90 days written notice if LICENSEE materially breaches or defaults on any other obligation under this AGREEMENT, unless, before the end of the Parties90 day period, either (i) materially LICENSEE has cured the breach or default and adversely alters so notifies BOARD, stating the terms, advantages and/or benefits manner of the Contracts cure; or (e) at any time upon the mutual written agreement of LICENSEE, UT SOUTHWESTERN and BOARD, and subject to current or prospective purchasers; or (ii) materially or adversely alters the any terms or conditions of such Party’s participation in the subject matter of this Agreementherein which survive termination. 8.11 Notwithstanding 8.3 Any time after the later of either 4 years from the EFFECTIVE DATE, or 1 year following the termination of the SPONSORED RESEARCH AGREEMENT, BOARD and UT SOUTHWESTERN have the right to terminate the exclusivity of this Agreementlicense in the LICENSED TERRITORY if LICENSEE, each Party shall continue for so long as any Contracts remain outstanding within 60 days after receiving written notice from UT SOUTHWESTERN of intended termination of exclusivity, fails to perform such provide written evidence that LICENSEE, or at least one of its duties hereunder as are necessary AFFILIATES, NON-SUBLICENSEE CORPORATE PARTNERS, or sublicensees has commercialized or is actively attempting to ensure commercialize a LICENSED PRODUCT or IDENTIFIED PRODUCT. 8.4 Any time after the continued tax status thereof later of either 5 years from the EFFECTIVE DATE, or 2 years following the termination of the SPONSORED RESEARCH AGREEMENT, BOARD and UT SOUTHWESTERN have the payment right to terminate this license in the LICENSED TERRITORY if LICENSEE, within 60 days after receiving written notice from UT SOUTHWESTERN of benefits thereunderintended termination, fails to provide written evidence that LICENSEE or at least one of its AFFILIATES, NON-SUBLICENSEE CORPORATE PARTNERS, or sublicensees has commercialized or is actively attempting to commercialize a LICENSED PRODUCT or IDENTIFIED PRODUCT. 8.5 If the SPONSORED RESEARCH AGREEMENT is terminated prior to its expiration date by LICENSEE for any reason other than material breach by BOARD and/or INVENTOR, BOARD may terminate this AGREEMENT unless LICENSEE pays all funds remaining due under the terms of the SPONSORED RESEARCH AGREEMENT within 30 days of written notice by BOARD of its intent to terminate the AGREEMENT. [*#*] CONFIDENTIAL TREATMENT REQUESTED 8.6 Written evidence provided by LICENSEE that [*#*] shall be deemed satisfactory evidence for purposes of this Article VIII. 8.7 If this AGREEMENT is terminated for any cause: (a) nothing herein will be construed to release either party of any obligation matured prior to the effective date of the termination; and (b) after the effective date of the termination, LICENSEE, its AFFILIATES, NON-SUBLICENSEE CORPORATE PARTNERS, and/or any sublicensee may SELL all LICENSED PRODUCTS and/or IDENTIFIED PRODUCTS on hand at the date of termination, [*#*]; and (c) LICENSEE will be bound by the provisions of Articles XII, XIII, and XIV of this AGREEMENT.

Term and Termination. 8.1 This 3.1 The term of this Agreement shall commence on the date hereof and shall continue until completion of the Scope of Services unless sooner terminated as provided for elsewhere herein. 3.2 Either party may be terminated terminate this Agreement upon providing the other party with forty- five (45) days prior written notice of termination. 3.3 Should CLIENT find an adjustment to the Schedule of Fees (as provided in Subsection 2.6 above) unacceptable, CLIENT may, upon written notice to TRIAD, terminate this Agreement upon the effective date of such adjustment. 3.4 CLIENT may, by any Party with written notice to TRIAD, terminate this Agreement in whole or without cause on in part, upon at least thirty (30) days’ advance days prior written notice. 8.2 Notwithstanding any other provision , because of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice failure of TRIAD to the Company, unless the Company fulfill its obligations hereunder provided CLIENT has cured advised TRIAD of such cause failure and TRIAD fails to correct such failure within thirty (30) days of receiving receipt of CLIENT'S notice. 3.5 Upon termination TRIAD shall: 3.5.1 Immediately discontinue all services; and 3.5.2 Upon payment of all sums due to TRIAD hereunder as a result of services rendered prior to the date of termination, deliver to CLIENT all data, drawings, specifications, reports, estimates, summaries and such noticeother information and materials as may have been accumulated or developed by TRIAD in performing its services under this Agreement, whether completed or in process. 3.6 CLIENT shall remain liable for any material breach all charges required under this Agreement, including but not limited to, billed but unpaid charges, unbilled charges through the effective date of termination and charges for additional services and expenses incurred as a result of termination of this Agreement. 3.7 This Agreement may be terminated by either party, upon written notice to the Company other party, in the event the other party shall make a general assignment for the benefit of its creditors, or if a petition in bankruptcy shall be filed by or against such party or a receiver appointed on account of its insolvency. 3.8 This Agreement may be terminated upon the occurrence of any representationchanges to any law, warrantyrule, covenant regulation, court order or obligation hereunder. 8.3 Notwithstanding any other provision ordinance, the application of which would have a material adverse effect on the rights or obligations of the parties pursuant to this Agreement. If upon notice of such change, and after a reasonable period of time in which to reaffirm or renegotiate the terms of this Agreement, the Company parties hereto have failed to so reaffirm or renegotiate the Agreement either party may terminate this Agreement for cause on not less than thirty upon seven (307) days’ days prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementparty. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any Party material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or without cause (b) on thirty (30) 60 days’ advance written notice. 8.2 Notwithstanding any other provision . In addition, the Dealer Manager, upon the expiration or termination of this Agreement, DFAS, shall (a) promptly deposit any and all funds in its possession which were received from investors for the Adviser or sale of Shares into such account as the Fund Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice designate except that all funds from investors in states in which a Higher Minimum Offering applies will be transmitted to the Company, unless escrow agent for deposit into the escrow account until the Higher Minimum Offering has been achieved; and (b) promptly deliver to the Company has cured all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such cause within thirty (30) days of receiving such notice, for any material breach records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of any representation, warranty, covenant management of the Offering to a party designated by the Company. Upon expiration or obligation hereunder. 8.3 Notwithstanding any other provision termination of this Agreement, the Company may terminate this Agreement shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for cause on not less than thirty (30) days’ prior written notice all incurred, accountable compensation to DFAS, which the Adviser and the Fund, unless DFAS, the Adviser Dealer Manager is or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision becomes entitled under Section 5 of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect including but not limited to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available Distribution Fees, pursuant to meet the requirements of that Section 5 at such times as such amounts become payable pursuant to the Contracts. 8.5 Notwithstanding terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other provision action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Higher Minimum Offering is not reached prior to the expiration or termination of this Dealer Manager Agreement, the Company may terminate this Agreement by written notice shall not pay any compensation, and reimbursements to the Fund, the Adviser and DFAS Dealer Manager with respect to any Portfolio subscriptions from investors in those states where the event such Portfolio’s shares are Higher Minimum Offering was not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Companyachieved. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This 3.01 The term of this Agreement shall commence February 1, 2014, and extend for a period of five (5) years, unless sooner terminated or suspended pursuant to the provisions of this Agreement. 3.02 The Operator may be terminated by any Party with or terminate this Agreement, without cause on cause, upon written notice to the City of Houston. 3.03 With the prior authorization of the City Council of the City, the Chief of Police may terminate this Agreement, without cause, upon thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior days written notice to the CompanyOperator. 3.04 In the event he has grounds to believe that the Operator has failed to timely or fully perform any obligation assumed under this Agreement, unless including but not limited to the Company provisions of Section 6.19 herein, except for violations relating to the right to tow a vehicle as covered by Section 3.05, the Chief of Police or any Executive Assistant or Assistant Chief of Police may suspend this Agreement upon written notice to the Operator. The grounds for the suspension shall be stated in the notice. If the Operator so requests by giving notice in writing thereof to the address or party named in Section 5.02, the Chief of Police, or a hearing officer that he may designate therefor, will afford a hearing to the Operator as to the suspension within five (5) days after delivery, Saturdays, Sundays and City observed holidays, excepted. Sworn affidavits shall be accepted as evidence at such hearings. If the hearing officer finds that there has cured such cause been no breach of the terms and provisions of this Agreement or any prior Agreement then the hearing officer shall reinstate this Agreement. If the hearing officer finds that there has been a breach then he may terminate this Agreement, provided that, in lieu of termination, he or she may impose a further suspension of from one (1) to three hundred sixty-five (365) days for the breach or breaches of this Agreement and require that reasonable restitution be made to any person(s) damaged by the breach. Unless otherwise directed by the hearing official, restitution shall be made within thirty (30) days following the imposition of receiving such noticethe suspension and restitution or the Agreement shall be terminated. The decision of the hearing officer shall be made in writing and notice thereof shall be given to the Operator and shall be final. 3.05 Operator agrees that an officer in the Auto Dealer’s Detail of the Police Department shall resolve all disputes between heavy-duty wrecker Operators relating to the right to tow a vehicle. Failure of an Operator to comply with decision of the officer shall be grounds for temporary suspension of the Operator and Operator’s Heavy-duty Wrecker service from the rotation list as described in Exhibit “A”, for any material breach a period not to exceed five rotation days. Operator shall have the right to appeal to the Automotive Board. The suspension will be held until a decision is made by the Company Automotive Board. The decision of the Automotive Board shall be final. If suspended, Operator shall not work as a fill-in for any other Heavy Duty PATSA holders during the effective dates of the suspension. After the second violation, any future violations, during the term of this Agreement may be considered grounds for termination. The operator may appeal the termination. In the event of such appeal, the notice and hearing shall be handled in accordance with the provisions of Section 3.04. 3.06 In the event of the termination, suspension, revocation, or cancellation of the state license issued to any of the Operator's heavy-duty wreckers servicing this Agreement, this Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such heavy-duty wrecker license, the Agreement may be reinstated upon payment of $660 for each heavy-duty wrecker license restored. 3.07 Operator agrees to maintain all insurance coverages required under Section 8-126(e) (2) of the Code of Ordinances, Houston, Texas, and quoted in Section 2.01, above, at all times during the term of this Agreement. In the event of the termination or cancellation of any representationinsurance required under Section 8- 126(e) (2) on any of the Operator's heavy-duty wreckers servicing this Agreement, warrantythis Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such insurance, covenant or obligation hereunderthe Agreement may be reinstated upon payment of $660 for each heavy-duty wrecker for which insurance is restored. 8.3 Notwithstanding any other provision 3.08 Effective as of 11:59 o'clock p.m. the date of termination or expiration of this Agreement, the Company may terminate Operator shall not tow any vehicle without the consent of the owner except upon authorization of a police officer of the City. However, this Agreement for cause on not less than thirty (30) days’ prior written notice shall survive its expiration or termination and shall continue to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, be applicable for any material breach by DFAS, the Adviser vehicle whose towing commenced prior to its expiration or the Fund of any representation, warranty, covenant or obligation hereundertermination. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (A) This Agreement shall be effective as of the date hereof. (B) This Agreement and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (C) This Agreement and the employment of the Executive hereunder may be terminated by Hub for any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ reason whatsoever upon prior written notice to the CompanyExecutive, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach or by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement Executive for cause on not less than thirty (30) days’ Good Reason upon prior written notice to DFASHub, provided that, in the event that this Agreement is terminated in accordance with this Section 5(C), the Adviser Executive: (i) shall be paid the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (ii) shall be paid (a) an amount equal to twelve (12) months’ Basic Compensation; (b) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior annual incentive plan component of the bonus paid to the Executive; and (c) an amount equal to the value of the employer portion of group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months; provided, however, that in the event that the Executive breaches any of the provisions of Section 4 hereof, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under clause (ii) of this Section 5(C) or by way of any other damages, compensation or pay in lieu of notice; and provided, further, that in no event shall the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (D) Notwithstanding Section 5(B), this Agreement and the Fundemployment of the Executive hereunder may be terminated immediately by Hub for Cause, unless DFASwithout further obligation to the Executive, provided that the Adviser or Executive shall be entitled to receive an amount equal to the Fund, as appropriate, has cured such cause within thirty (30) days Basic Compensation and the Benefits to the date of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereundertermination. 8.4 (E) Notwithstanding any other provision of this AgreementSection 5(B), the Company may terminate this Agreement and the employment of the Executive hereunder may be terminated by Hub due to the Disability of the Executive upon ninety (90) days’ written notice to the Fund Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and DFAS with respect the Benefits to any Portfolio based the effective date of termination. (F) Notwithstanding Section 5(B), this Agreement and the employment of the Executive hereunder shall be terminated immediately upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements Death of the ContractsExecutive. 8.5 Notwithstanding any other provision (G) In the event of termination of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal lawthe terms hereof, or such law precludes the use of such shares as the underlying investment media covenants and obligations of the Contracts issued or to be issued by the CompanyExecutive under Section 4 shall survive and continue in full force and effect. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date (H) The termination of this Agreement or is for any reason shall constitute the subject of material adverse publicity. 8.9 Notwithstanding Executive’s resignation from any director and officer positions that the Executive has with Hub and any other provision member of this Agreement, the Company may terminate The Hub Group. The Executive agrees that this Agreement by shall serve as written notice to the Fund, the Adviser and DFAS, if the Company shall determine, of resignation in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicitycircumstance. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 3.1 This Agreement may shall be effective as of the Employment Starting Date, and shall continue until terminated by any Party in accordance with the provisions of Section 3.2 or without cause on thirty (30) days’ advance written notice3.3 hereinafter. 8.2 Notwithstanding any other provision of this Agreement, DFAS, 3.2 The Company and the Adviser or the Fund Employee may terminate this Agreement for cause on not less than thirty (30) days’ at any time by giving the other party a prior written notice of termination, of a period detailed in Annex A. 3.3 The Company may waive in writing and in advance Employee’s services in any prior notice period. In the event that the Company notifies Employee of such waiver, the Company shall be entitled to pay Employee the Monthly Salary (as defined below) otherwise payable to Employee during such prior notice period in one lump-sum and by doing so bring the employer-employee relations between the parties to end upon such payment. 3.4 Notwithstanding the above, the Company shall have the right to immediately terminate this Agreement for a Cause, as determined by the Company, unless . A “Cause” shall mean either (i) circumstances entitling the Company has cured such cause within thirty under any applicable law to terminate the employment of the Employee without payment of severance pay; (30ii) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision Employee of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any breach of the other Parties NDA or any breach of the Employee’s fiduciary duties; (iii) conviction of the Employee of any felony involving moral turpitude and/or (iv) a willful failure to perform Employee’s responsibilities or duties which failure has cured a significant adverse effect on the Company in cases (ii) and (iv) above, but in each case only if the Employee did not cure such cause breach within sixty seven (607) days of receiving such notice, for any one written notification of the following reasons: same by the Company. Subject to section 5.1 (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction whichiv), in the reasonable judgment event of any termination for Cause, Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of the Parties, either Severance Pay Law 5723-1963 (ithe “Severance Law”) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementany other applicable law. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 7.1 This Agreement may be AGREEMENT is in full force and effect from the EFFECTIVE DATE and remains in effect until the expiration of the last to expire LICENSED PATENTS, unless sooner terminated by any Party operation of law or by acts of either of the parties in accordance with or without cause on thirty (30) days’ advance written noticethe terms of this AGREEMENT. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund 7.2 LICENSEE may terminate this Agreement AGREEMENT at any time by giving LICENSOR ninety (90) days written notice. In the event of termination of this AGREEMENT by LICENSEE, LICENSEE shall have no further rights under this AGREEMENT; however, LICENSEE will remain obligated for cause any royalties due or fees accrued or other expenses incurred up until the date of termination including royalty on not less than thirty (30) days’ prior written notice sale of inventory in stock after the date of termination. 7.3 LICENSOR may terminate this AGREEMENT if LICENSEE: a. fails to pay on the Company, unless due date any sum due under Article III and Appendix B of this AGREEMENT; b. fails to provide reports on the Company has cured due date specified under Article V of this AGREEMENT; or c. fails to reach diligence milestones as specified in Sections 4.1 and 4.2 and Appendix C of this AGREEMENT; and fails to correct any such cause default within thirty (30) days after receipt of receiving such noticewritten notice thereof by LICENSOR. 7.4 The LICENSEE must provide notice to the LICENSOR of its intention to file a voluntary petition in bankruptcy or, where known to the LICENSEE, of another party’s intention to file an involuntary petition in bankruptcy for any material breach the LICENSEE, said notice must be received by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within LICENSOR at least thirty (30) days prior to filing such petition. LICENSOR may terminate this AGREEMENT upon receipt of receiving such noticenotice at its sole discretion. The LICENSEE’S failure to provide such notice to LICENSOR will be deemed a material, pre-petition, incurable breach of this AGREEMENT and the AGREEMENT will terminate automatically on the date of filing such voluntary or involuntary petition in bankruptcy. 7.5 Notwithstanding the above, this AGREEMENT and the licenses granted herein shall immediately and automatically terminate without notice in the event LICENSEE, or its AFFILIATES, SUBLICENSEES or any other party acting under authority of LICENSEE, violates any provision of the Indemnification and Insurance sections. A termination occurring under this Section 7.5 shall occur and become effective at the time of the violation that causes such termination, and LICENSEE and its AFFILIATES and SUBLICENSEES shall have no right to complete production and sale of LICENSED PRODUCTS. Notwithstanding the foregoing, to the extent that such rights are still available for licensing, LICENSEE shall have the right to reinstate the effectiveness of this AGREEMENT by obtaining the required insurance, whereupon this AGREEMENT shall automatically become effective as of the date of reinstatement of said insurance, and shall remain in full force and effect without any material further action of the parties hereto until termination or expiration of this AGREEMENT according to its terms. 7.6 Surviving any termination or expiration are: a. LICENSEE’S obligation to pay royalties and fees accrued or accruable; b. Any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by DFASthe other party; and c. The provisions of Article V, and Sections 9.6, and 9.8, and any other provisions that by their nature are intended to survive. 7.7 No relaxation, forbearance, delay or indulgence by either party in enforcing any of the Adviser terms of this AGREEMENT or the Fund granting of time by either party to the other shall prejudice, affect or restrict the rights and powers of the former hereunder nor shall any waiver by either party of a breach of this AGREEMENT be considered as a waiver of any representation, warranty, covenant subsequent breach of the same or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may hereof. 7.8 The rights to terminate this Agreement AGREEMENT given by written notice to the Fund and DFAS with this clause shall not prejudice any other right or remedy of either party in respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contractsbreach concerned (if any) or any other breach. 8.5 Notwithstanding any other provision of this Agreement7.9 Except as provided in Section 7.5, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the upon termination of this AgreementAGREEMENT in whole or in part, each Party LICENSEE shall continue for so long as have the privilege of selling or otherwise disposing of the inventory of all LICENSED PRODUCTS in process of manufacture, in use or in stock and LICENSEE will also have the right to complete performance of all contracts requiring use or sale of the LICENSED PRODUCTS, provided that the remaining term of any Contracts remain outstanding to perform such contract does not exceed one (1) year from the effective date of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment termination of benefits thereunderthis AGREEMENT.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty Date of Termination THIS ISG PARTICIPANT AGREEMENT SHALL ENTER INTO FORCE AS FROM THE DATE OF ITS EXECUTION BY THE PARTIES AND SHALL REMAIN EFFECTIVE UNTIL THE EARLIER OF (30I) days’ advance written notice. 8.2 Notwithstanding any other provision THE DATE OF CESSATION OF THE ISG, (II) THE DATE OF THE PARTICIPANT’S RESIGNATION FROM THE ISG, (III) THE DATE OF THE REVOCATION OF THE INVITATION OR AUTHORIZATION OF THE CHAIRMAN OF THE ISG PURSUANT TO WHICH THE PARTICIPANT WAS AUTHORIZED TO ATTEND MEETINGS OF THE ISG, (IV) THE DATE OF RECEIPT OF A NOTICE OF TERMINATION SENT BY ETSI AT ITS DISCRETION IN THE EVENT THAT THE PARTICIPANT COMMITS A MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS ISG PARTICIPANT AGREEMENT (INCLUDING THE ETSI DIRECTIVES AND THE TERMS OF REFERENCE INCORPORATED BY REFERENCE PURSUANT TO ARTICLE 1.1 of this ISG Participant Agreement, DFAS, ) and fails to remedy the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause same within thirty (30) days after receiving notice to do so (hereinafter, the “Date of receiving such noticeTermination”), for any material breach and (v) the date of receipt by ETSI of an application sent by the Company Participant for full or associate membership in ETSI. For the purpose of determining the Date of Termination: the date and conditions of cessation of the ISG shall be decided by the Director-General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may resign from the ISG at any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision time by sending a notice of this Agreement, resignation to the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, Chairman of the Adviser ISG and the FundDirector-General, unless DFAS, and the Adviser date of the Participant’s resignation from the ISG shall be deemed to be the date of receipt of the notice of resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to attend meetings of the Fund, as appropriate, has cured such cause within thirty (30) days Participant by sending a notice of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice revocation to the Fund Participant and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet Director-General, and the requirements date of the Contracts. 8.5 Notwithstanding any other provision revocation shall be deemed to be the date of this Agreement, receipt of the Company may terminate this Agreement notice of revocation by written the Participant; and the notice to the Fund, the Adviser and DFAS with respect to any Portfolio of termination sent by ETSI in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes of a material breach of its obligations by the use of such shares as Participant under this ISG Participant Agreement shall be sent to the underlying investment media Chairman of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code ISG and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this AgreementParticipant, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since and the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any receipt of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since notice of termination shall be deemed to be the date of this Agreement or is its receipt by the subject Participant. Effect of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any termination Upon occurrence of the other Parties has cured such cause within sixty (60) days Date of receiving such noticeTermination, for any one this ISG Participant Agreement shall automatically terminate and the Participant shall cease to attend meetings of the following reasons: (a) change in control of ISG, and shall no longer receive any Party or such Party’s ultimate controlling person; however, a change in the name information as Participant of the Party will not constitute a change in control; (b) a material change inISG, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the it being provided however that termination of this ISG Participant Agreement for any reason: shall be without prejudice to any rights or obligations which shall have accrued or become due prior to the Date of Termination and the Participant shall remain bound to duly perform and complete any and all obligations which shall have arisen out of or in connection with this ISG Participant Agreement prior to the Date of Termination, including any transfer or license of intellectual property rights (or undertakings to transfer or license intellectual property rights) pursuant to the ETSI IPR Policy and Article 2 of this ISG Participant Agreement; shall not affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, each Party which shall continue survive in full force and effect for so long as a period of [five (5)] years after the Date of Termination; and shall not prejudice the rights or remedies which any Contracts remain outstanding party may have in respect of any breach of the terms of this ISG Participant Agreement prior to perform such the Date of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunderTermination.

Term and Termination. 8.1 (a) This Agreement may be terminated by any Party with or without cause shall become effective on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or and shall continue until the date (the “Termination Date”) that is the subject earliest of: (i) the date the Trust shall have dissolved and commenced winding up its business and affairs in accordance with Section 9.02 of material adverse publicity.the Trust Agreement; 8.9 Notwithstanding any other provision (ii) the date that all of this Agreement, the Conveyances have been terminated or are no longer held by the Trust; (iii) the date that either the Company or the Trustee may designate by delivering a written notice no less than 90 days prior to such date; provided, that the Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided, further, that the Company shall not terminate this Agreement by written notice except in connection with the Company’s transfer of some or all of the Subject Interests (as defined in the Conveyances) and then only with respect to the FundServices to be provided with respect to the Subject Interests being transferred, and only upon the Adviser and DFASdelivery to the Trustee of an agreement of the transferee of such Subject Interests, if reasonably satisfactory to the Company shall determineTrustee, in its sole judgment, exercised in good faith, that any of which such transferee assumes the Fund, responsibility to perform the Portfolios, Services relating to the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since Subject Interests being transferred; and (iv) the date of this Agreement or is as mutually agreed in writing by the subject of material adverse publicityParties. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change inUpon termination of this Agreement in accordance with Section 5.01(a)(i) or (ii), or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either all rights and obligations under this Agreement shall cease except for (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the obligations that expressly survive termination of this Agreement, each Party (ii) liabilities and obligations that have accrued prior to the Termination Date, including the obligation to pay any amounts that have become due and payable prior to such Termination Date and (iii) the obligation to pay any portion of the Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due and payable at such time. Upon termination of this Agreement in accordance with Section 5.01(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and shall otherwise continue for so long as any Contracts remain outstanding unabated. In the event that the Company terminates this Agreement with respect to perform Subject Interests transferred in accordance with Section 5.01(a)(iii), the Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of its duties hereunder as are necessary the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to ensure the continued tax status thereof and Trust with respect to the payment of benefits thereunderremaining Subject Interests.

Term and Termination. 8.1 2.01. This Agreement shall commence effective as of October 1, 2013, and shall continue through __September 30, , 2014, and shall automatically renew for successive one (1) year periods unless and until terminated as provided in Section 2.02 below; provided, however, the fees hereunder shall be subject to an annual review and adjustment as agreed upon by the parties hereto. 2.02. This Agreement may be terminated (i) by either party, effective on any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreementanniversary date, DFAS, the Adviser or the Fund may terminate this Agreement for cause on upon not less than thirty ninety (3090) days’ days prior written notice to the Companyother (provided, unless however, that at the election of the Company any such termination by SP Corporate shall not take effect until the earlier of (i) the date the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by selected substitute persons to take over the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements responsibilities of the Contracts. 8.5 Notwithstanding any other provision of this AgreementDesignated Persons, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event (ii) 120 days from such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued termination); (ii) by the Company. 8.6 Notwithstanding , at any other provision of this Agreementtime, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFASon less than ninety (90) days notice; provided that, if the Company provides less than ninety (90) days notice, it shall determine, in its sole judgment, exercised in good faith, that any pay to SP Corporate a termination fee equal to 125% of the Fundfees due under this Agreement, as calculated under Section 3, from, and including, such termination date until, and including, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since 90th day following the date of such notice; (iii) at the election of the Committee, immediately upon death of the CEO Designee, his or her resignation as Chief Executive Officer, removal as Chief Executive Officer by SP Corporate or removal as Chief Executive Officer for Cause by the Company, unless SP Corporate has proposed, and the Committee has approved and appointed a successor Chief Executive Officer, and this Agreement has been amended accordingly; (iv) at the election of the Committee, immediately upon death of the CFO Designee, his or is her resignation as Chief Financial Officer, removal as Chief Financial Officer by SP Corporate or removal as Chief Financial Officer for Cause by the subject Company, unless SP Corporate has proposed, and the Committee has approved and appointed a successor Chief Financial Officer, and this Agreement has been amended accordingly; (v) immediately upon the bankruptcy or dissolution of SP Corporate, or (vi) immediately by the Company for Cause or upon a material adverse publicity. 8.10 Notwithstanding any other provision breach of this Agreement, Agreement (as reasonably determined by the Committee) by SP Corporate or any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this AgreementDesignated Person. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This 9.1 Executive’s employment by the Company under the terms of this Agreement shall commence on the date specified in the opening paragraph of this Agreement, and shall continue in full force and effect until terminated pursuant to the terms hereof. 9.2 Executive's employment may be terminated by either party, at any Party with or without cause on thirty time and for any reason, pursuant to the delivery of ninety (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (3090) days’ prior written notice by the terminating party (hereinafter the “Notice Period”). 9.3 During the Notice Period, Executive shall continue to render services to the Company until the termination of the Notice Period, and cooperate with the Company in assisting the integration of the person who will assume his responsibilities. Notwithstanding the aforementioned, the Company shall have the right not to take advantage of the full Notice Period and may terminate Executive‘s employment at any time during the Notice Period. In the event of such termination, the Company shall pay Executive’s full Company Salary and Executive shall be entitled to use of the Car and Phone for the remainder of the Notice Period. 9.4 To avoid any doubt, it is hereby expressed that the Company reserves the right not to take advantage of the Notice Period, in both the event the notice of termination of employment was delivered by the Company, unless or in the Company has cured event that it was delivered by Executive, and such cause within thirty (30) days an event shall not constitute a dismissal of receiving such notice, for any material breach employment by the Company of any representation, warranty, covenant or obligation hereunderCompany. 8.3 9.5 Notwithstanding any other provision of this Agreementthe foregoing, the Company may terminate the employment without the delivery of a prior written notice, in the event of termination under the circumstances which deprive an employee of severance payment according to Israeli Law, including the breach of the confidentiality and non-competition provisions of this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, and/or breach of fiduciary duties. 9.6 In the Adviser and event that Executive terminates his employment with the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such noticeCompany, for any material breach by DFASreason, without the Adviser or the Fund delivery of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreementa prior written notice, the Company may terminate this Agreement by written notice shall be entitled to deduct from any debt which it owes Executive an amount equal to the Fund and DFAS with respect Company Salary that would have been due to any Portfolio based upon his account for the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the ContractsNotice Period during which he should have worked pursuant hereto. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 7.1 This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director’s current term as a director of the Corporation, unless earlier terminated as provided in this Section. This Agreement shall automatically renew upon the date of Director’s reelection as a director of the Corporation. 7.2 The term of service as a Director under this Agreement shall begin upon the Effective Date of this Agreement. The Bylaws of the Corporation provide for staggered voting for the Board of Directors. For purposes of staggered voting, the Board is divided into three Classes. The Director will be appointed as a Class II Director and the 2-year term of the director’s service shall continue until the Corporation’s 2021 fiscal year Annual Meeting of Shareholders as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section. Thereafter, at the fiscal year 2021 Annual Meeting of Shareholders and subsequent Annual Shareholder’s Meetings, the Director may stand for re-election for additional terms of two years. 7.3 Director may at any time, and for any reason, resign from said position with such resignation being subject to any other continuing contractual obligation herein or any obligation imposed by operation of law. 7.4 Director may be terminated by removed from the Board or any Party Committee, with or without cause on thirty (30) days’ advance written noticecause, in accordance with the Charter and Bylaws of the Corporation. 8.2 Notwithstanding 7.5 This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. For purposes of this Section, “disability” shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days. 7.6 In the event of any other provision termination of this Agreement, DFAS, Director agrees to return any materials received from the Adviser or the Fund may terminate Corporation pursuant to Section 3 of this Agreement for cause on not less than thirty (30) days’ prior written notice except as may be necessary to fulfill any outstanding obligations hereunder. Director agrees that the Company, unless Corporation has the Company has cured such cause within thirty (30) days right of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunderinjunctive relief to enforce this provision. 8.3 Notwithstanding any other provision 7.7 Upon termination of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice Corporation shall promptly pay Director all unpaid compensation due, pursuant to DFASSection 5 above, the Adviser and the Fundexpense reimbursements incurred, unless DFAS, the Adviser or the Fundif any, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject termination, upon receipt of material adverse publicityreasonable documentation. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeCompany’s trustees who are not “interested persons”, or if as defined in the 1940 Act, of the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision and who have no direct or indirect financial interest in the operation of this Agreement, the Company may terminate Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Fund, Managing Dealer or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party (a) the Company shall continue pay to the Managing Dealer all earned but unpaid compensation and reimbursement for so long all incurred, accountable compensation to which the Managing Dealer is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any Contracts remain outstanding losses suffered by the Company or any officer or director of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to perform such an indemnification claim against the Managing Dealer under Section 4.b. herein, and (b) the Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderCompany.

Term and Termination. 8.1 (a) This Agreement may shall be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, effective as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts.Effective Time and shall continue until the date (the “Termination Date”) that is the earliest of: 8.5 Notwithstanding any other provision of this Agreement, (i) the Company may terminate this Agreement by written notice to date the Fund, the Adviser Trust shall have dissolved and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold wound up its business and affairs in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media Section 9.02 of the Contracts issued Trust Agreement; (ii) the date that all of the Royalty Interests have been terminated or to be issued are no longer held by the Company.Trust; 8.6 Notwithstanding any other provision of this Agreement, (iii) the date that either the Company or the Trustee may terminate this Agreement designate by delivering a written notice no less than 90 days prior to such date; provided, that the Drilling Obligation Completion Date shall have been achieved pursuant to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M terms of the CodeDevelopment Agreement; provided, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faithfurther, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may shall not terminate this Agreement by written notice except in connection with the Company’s transfer of some or all of the Subject Interests (as defined in the Conveyances) and then only with respect to the FundServices to be provided with respect to the Subject Interests being transferred, and only upon the Adviser and DFASdelivery to the Trustee of an agreement of the transferee of such Subject Interests, if reasonably satisfactory to the Company shall determineTrustee, in its sole judgment, exercised which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since accordance herewith; and (iv) the date of this Agreement or is mutually agreed to by the subject of material adverse publicity. 8.10 Notwithstanding any other provision of parties to this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control;. (b) a material change inUpon termination of this Agreement in accordance with Section 5.1(a)(i), (ii) or other material revision to(iv), the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either all rights and obligations under this Agreement shall cease except for (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the obligations that expressly survive termination of this Agreement, each Party (ii) liabilities and obligations that have accrued prior to the Termination Date, including the obligation to pay any amounts that have become due and payable prior to such Termination Date and (iii) the obligation to pay any portion of the Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due and payable at such time. Upon termination of this Agreement in accordance with Section 5.1(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and shall otherwise continue for so long as any Contracts remain outstanding unabated. In the event that the Company terminates this Agreement with respect to perform Subject Interests transferred in accordance with Section 5.1(a)(iii), the Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of its duties hereunder as are necessary the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to ensure the continued tax status thereof and Trust with respect to the payment of benefits thereunderremaining Subject Interests.

Term and Termination. 8.1 This Unless earlier terminated as hereinafter provided, this Agreement may be terminated shall extend for the life of the last to expire patent issued on the Subject Technology and shall then expire automatically, or if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect for a period of ten (10) years from the first commercial sale of Licensed Products by any Party with or without cause on thirty (30) days’ advance written noticeLICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the Subject Technology. 8.2 Notwithstanding In the event of default or failure by LICENSEE to perform any other provision of the terms, covenants or provisions of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within LICENSEE shall have thirty (30) days after the giving of receiving written notice of such notice, for any material breach default by ▇▇▇▇▇▇ ENTERPRISES to correct such default. If such default is not corrected within the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than said thirty (30) days’ prior written notice day period, ▇▇▇▇▇▇ ENTERPRISES shall have the right, at its option, to DFAScancel and terminate this Agreement. The failure of ▇▇▇▇▇▇ ENTERPRISES to exercise such right of termination for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right ▇▇▇▇▇▇ ENTERPRISES might have, nor shall such failure preclude ▇▇▇▇▇▇ ENTERPRISES from exercising or enforcing said right upon any subsequent failure by LICENSEE. 8.3 ▇▇▇▇▇▇ ENTERPRISES shall have the Adviser right, at its option, to cancel and terminate this Agreement in the Fundevent that LICENSEE shall (i) become involved in insolvency, unless DFASdissolution, bankruptcy or receivership proceedings affecting the Adviser operation of its business or (ii) make an assignment of all or substantially all of its assets for the Fundbenefit of creditors, as appropriateor in the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, has cured such cause within after the expiration of thirty (30) days following any of receiving the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such notice, for any material breach by DFAS, proceedings. In the Adviser or event of termination of this Agreement all rights to the Fund of any representation, warranty, covenant or obligation hereunderSubject Technology shall revert to ▇▇▇▇▇▇ ENTERPRISES. 8.4 Notwithstanding At the date of any other provision termination of this AgreementAgreement pursuant to Paragraph 8.2 hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the Company receipt by LICENSEE of notice of such termination, LICENSEE shall immediately cease using any of the Subject Technology and return all copies of the same to ▇▇▇▇▇▇ ENTERPRISES; provided, however, that LICENSEE may terminate this Agreement by written notice dispose of any Licensed Products actually in the possession of LICENSEE prior to the Fund and DFAS with respect Agreement Date of termination, subject to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available LICENSEE's paying to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold ▇▇▇▇▇▇ ENTERPRISES running royalties in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS Paragraph 4.2 with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser thereto and DFAS otherwise complying with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. The obligations of Sections 5 and 13 shall survive termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 This a. The initial term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until such time as Participant is no longer eligible to receive the Services or until the Participant’s membership is terminated as provided in this Agreement or the Rules and Regulations b. IMLS may be terminated by any Party with or without cause on thirty (30) days’ advance written notice. 8.2 Notwithstanding any other provision of terminate this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment occurrence of any of the Partiesfollowing events: (1) Participant fails to pay any Fees when due; (2) Participant discloses any Confidential Information, either including, without limitation, any password of Participant or a Subscriber or Sales Licensee, except as expressly provided in this Agreement; (i3) materially Participant otherwise fails to comply in all respects with the Rules and adversely alters the terms, advantages and/or benefits Regulations; (4) Participant defaults under any material term or condition of the Contracts to current or prospective purchasersany License Agreement; or (ii5) materially Participant defaults under any other material term or adversely alters the terms or conditions condition of this Agreement. Except as otherwise provided in this Agreement, termination pursuant to this Section 19.b of this Agreement shall be effective at any time after IMLS has given notice to Participant of any such Party’s participation in the subject matter event c. This Agreement may also terminate as provided under Section 23.d of this Agreement. 8.11 d. In addition to all other rights and remedies available to IMLS under this Agreement, if Participant fails to pay any Fees when due, or otherwise defaults under this Agreement, IMLS may, in its sole discretion, temporarily suspend the license granted to Participant to access the IMLS Database until all outstanding Fees have been paid in full or the default has been cured. e. Notwithstanding anything to the contrary in this Agreement, if Participant violates or is alleged to have violated the Rules and Regulations, this Agreement and Participant’s eligibility for the Service shall not be terminated in accordance with Section 19.b of this Agreement until any hearing or appeal rights of Participant, if any, have expired as provided in Section 9 of the Rules and Regulations. f. Upon termination of this Agreement, each Party Participant agrees to immediately destroy any printouts of the IMLS Database or Listing Content, and any copies of the IMLS Database and Listing Content in Participant’s possession or under Participant’s control, including in possession of any Affiliates. No pre-paid Fees will be refunded to Participant for any termination of this Agreement. g. Upon termination of this Agreement, all licenses granted and all services provided to Participant under this Agreement shall continue terminate. In addition, any and all rights granted to Affiliates to access or use the IMLS Database pursuant to the Rules and Regulations or separate agreement with IMLS shall automatically terminate , unless otherwise expressly provided with respect to Subscribers or Sales Licensees under an applicable Subscriber Agreement. h. If, for so long as any Contracts remain outstanding reason, any Subscriber Agreement is terminated, Participant agrees to perform such either assign all Participant’s Listings originated by the terminated Subscriber or Sales Licensee to another of its duties hereunder as are necessary to ensure Participant’s Subscribers or Sales Licensees, or request that IMLS terminate or change the continued tax status thereof and of Participant’s Listings originated by the payment of benefits thereunderterminated Subscriber or Sales Licensee.

Term and Termination. 8.1 This Agreement may be terminated shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (the “Plan”) or any Party agreements entered into in connection with or without cause on thirty the Plan (30) days’ advance written notice. 8.2 Notwithstanding any other provision of including this Agreement), DFAS, cast in person at a meeting called for the Adviser or purpose. Any party to this Agreement shall have the Fund may right to terminate this Agreement for cause on not less than thirty (30) 60 days’ prior written notice or immediately upon notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio party in the event that such Portfolio ceases other party shall have failed to qualify as comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a “regulated investment company” under Subchapter M majority of the CodeFund’s trustees who are not “interested persons,” as defined in the 1940 Act, of the Fund and who have no direct or if indirect financial interest in the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision operation of this Agreement, the Company may terminate Fund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to the Fund, Managing Dealer or the Adviser and DFAS with respect to any Portfolio Adviser. This Agreement will automatically terminate in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreementits assignment, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change as defined in the name of the Party will not constitute a change in control; (b) a material change in, 1940 Act. Upon expiration or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party and except as set forth below, prior to the fifteen-month anniversary of the date hereof, the Fund shall continue pay to the Managing Dealer any remaining balance of the Managing Dealer Fee not yet paid at such time and reimbursement for so long all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Managing Dealer Fee through such termination date, offset by any losses suffered by the Fund or any officer or trustee of the Fund arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the Managing Dealer shall promptly deliver to the Fund all records and documents in its possession that relate to the Offering other than as any Contracts remain outstanding required by law to perform such be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of its duties hereunder as are necessary management of the Offering to ensure a party designated by the continued tax status thereof and the payment of benefits thereunderFund.

Term and Termination. 8.1 This 3.1 The term of this Agreement may be commences as of ______________, 200_ and shall continue until ______________, 200_ unless sooner terminated by any Party with or without cause on thirty (30) days’ advance written noticeas herein provided. 8.2 Notwithstanding any other provision 3.2 If Executive dies during the term of this Agreement, DFASthis Agreement shall thereupon terminate, except that the Adviser Company shall pay to the legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive’s death (or the Fund may terminate this Agreement scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all amounts owing to Executive at the time of termination, including for cause previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 3.3 If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on not less than thirty his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (3012) days’ prior written notice to month period, then the Company, unless the Company has cured such cause within thirty (30) days of receiving such noticeat its option, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to Executive (the Fund and DFAS “Disability Notice”) delivered prior to the date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the Company with respect the consent of Executive which consent shall not be unreasonably withheld) who certifies in a written report to any Portfolio based upon the Company’s determination that shares Board with a copy of such Portfolio are not reasonably available report delivered simultaneously to meet the requirements Executive that Executive is and shall be incapable of performing his duties for in excess of two (2) additional months because of the Contracts. 8.5 continuing existence of such incapacitating illness or disability. Notwithstanding any other provision of this Agreementsuch termination, the Company may terminate this Agreement by written notice (a) shall make a payment to Executive of a pro rata allocation of payments under Section 2.2 based on the Fund, days of service during the Adviser year in which the Disability Notice is delivered and DFAS with respect (b) shall pay to any Portfolio in Executive the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes base salary due Executive pursuant to Section 2.1 hereof through the use second anniversary of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement such notice (the “Disability Period”), less any amount Executive receives for such period from any Company-sponsored or is Company-paid for source of insurance, disability compensation or governmental program. The Company shall also pay to Executive all amounts owing to Executive at the subject time of material adverse publicitytermination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. 8.9 Notwithstanding any other provision of this Agreement3.4 The Company, the Company may terminate this Agreement by written notice to the FundExecutive, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for Cause. As used herein, “Cause” means (a) the refusal in bad faith by Executive to carry out specific written directions of the Board, (b) intentional fraud or dishonest action by Executive in his relations with the Company (“dishonest” for these purposes shall mean Executive’s knowingly making of a material misstatement to the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an act of significant moral turpitude after appeal or the period for appeal has elapsed without an appeal being filed by Executive. Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or (b) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the existence of Cause), specifying the Cause with particularity and , within twenty (20) business days after such notice, Executive shall not have disputed the Board’s determination or in reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such Cause, provided, however, that a repeated breach after notice and cure, of any provision of clause (a) or (b) above, involving the same or substantially similar actions or conduct, shall be grounds for termination for cause on upon not less than sixty five (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (605) days additional notice from the Company. Subject to Section 3.6 hereof, the Company may at any time, terminate the employment of receiving such notice, Executive for any one of the following reasons: (a) change in control of any Party reason or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreementno reason. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 5.1 This Agreement may shall be in effect for an undefined period of time commencing on the date set forth in Exhibit A (the "Commencement Date"), and shall continue until it is terminated by any Party with or without cause on thirty pursuant to the terms set forth herein (30) days’ advance written noticethe "Term"). 8.2 5.2 Either Party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding any other provision of this Agreement, DFASthe foregoing, the Adviser or the Fund may Company is entitled to terminate this Agreement for cause on not less than thirty (30) days’ prior with immediate effect upon a written notice to the Employee and to pay the Employee an amount equal to the Salary the Employee is entitled to receive under this Agreement that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. In the event that the Employee shall terminate this Agreement with immediate effect or upon shorter notice than the Notice Period and/or shall not continue working during all the Notice Period, then: (i) the Employee shall not be entitled to receive the Salary and/or any other benefit for the part of the Notice Period during which the Employee did not work for the Company, unless ; and (ii) the Employee shall be obligated to pay the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach an amount equal to the Salary that would have been payable to the Employee by the Company for the part of the Notice Period during which the Employee did not work for the Company (and the Company may deduct such amount from any representation, warranty, covenant or obligation hereunderpayment due to the Employee by the Company). 8.3 Notwithstanding any other provision 5.3 During the Notice Period and unless otherwise determined by the Company in a written notice to the Employee, the employment relationship hereunder shall remain in full force and effect, the Employee shall continue discharging and performing all of this Agreementhis/her duties and obligations with Company, and the Employee shall cooperate with the Company and assist the Company with the integration into the Company of the person who will assume the Employee's responsibilities. 5.4 Notwithstanding, the Company may immediately terminate this Agreement the employment relationship for cause on not less than thirty (30) days’ prior written notice to DFASCause, without paying the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for Employee any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS payment with respect to the term commencing following such termination, and such termination shall be effective as of the time of notice of the same. "Cause" means (a) a material breach of this Agreement (including its Exhibits) by the Employee and/or a breach of the Employee's undertakings under Exhibit B hereto; (b) any Portfolio based upon willful failure to perform any of the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements 's reasonable instructions or any of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, Employee's fundamental functions or duties hereunder; (c) the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS Employee's engagement in willful misconduct or acting in bad faith with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that (d) the Company has suffered Employee's conviction of a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasersfelony involving moral turpitude; or (iie) materially any cause justifying termination or adversely alters dismissal in circumstances in which the terms or conditions of such Party’s participation in Company can deny the subject matter of this AgreementEmployee severance payment under applicable law. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.

Term and Termination. 8.1 (a) This Agreement may be shall terminate on December 31, 2000 (the "Expiration Date") unless terminated earlier (i) by any Party Executive's resignation with or without cause on thirty Good Reason or Executive's death or Disability or (30ii) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of receiving such notice, for any material breach by the Company with or without Cause. The date on which Executive's employment with the Company is terminated is referred to herein as the "Termination Date." (i) If Executive's employment with the Company is terminated by the Company without Cause or by Executive with Good Reason, (x) Executive shall be entitled to receive his Base Salary and his Target Bonus through the Expiration Date, payable in accordance with paragraph 3 above, (y) all stock options granted to Executive under the Stock Option Plan which are not vested at such time shall automatically, and without further action, become vested as of any representationthe Termination Date and all such options (together with all of Executive's then vested stock options), warranty, covenant shall remain exercisable until the later to occur of (I) the Expiration Date and (II) the expiration of such stock options pursuant to the terms of the Stock Option Plan and (z) Executive's obligations under paragraph 6(a) below shall terminate and be of no further force or obligation hereundereffect. 8.3 Notwithstanding (ii) If Executive's employment with the Company is terminated for any reason other than as described in item (i) above, Executive shall be entitled to receive his Base Salary through the Termination Date. (iii) If a "change of control" of the Company occurs, then all stock options granted to Executive under the Stock Option Plan which are not vested at such time shall automatically, and without further action, become vested and all such options (together with all of Executive's then vested stock options), shall remain exercisable until the later to occur of the Expiration Date and the expiration of such stock options pursuant to the terms of the Stock Option Plan. For purposes hereof, a "change of control" shall be deemed to have occurred if any person or group of persons acting as a group, other than existing directors or their affiliates shall have acquired control over the voting power represented by at least 50% of the then outstanding shares of common stock of the Company. The rights under this clause (iii) are in addition to any other provision rights under this Agreement or otherwise in the event of such termination. (c) All of Executive's rights to fringe benefits shall cease upon the Termination Date. (d) For purposes of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, following terms shall have the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasonsmeanings set forth below: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the continued tax status thereof and the payment of benefits thereunder.