Common use of Term and Termination Clause in Contracts

Term and Termination. 10.1 This Agreement shall continue for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue for the Term as period set out in the Order and Confirmation unless otherwise terminated in accordance with the provisions of these terms; 14.2 Without affecting any subsequent renewal term. 10.2 Either party other right or remedy available to it, Silobreaker may by notice in writing terminate this Agreement these terms with immediate effect by giving written notice to the Customer if: 10.2.1 14.2.1 Customer fails to pay any amount due under these terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; 14.2.2 Customer commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 14.2.3 Customer repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms; 14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Customer; 14.2.5 any event occurs, or proceeding is taken, with respect to Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause; 14.2.6 there is a change of control of Customer. 14.3 On termination of these terms for any reason: 14.3.1 all licences granted under these terms shall immediately terminate and Customer shall immediately cease all use of the Subscription Service; 14.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party commits a breach party; 14.3.3 Silobreaker may destroy or otherwise dispose of any of the provisions User Content in its possession unless Silobreaker receives, no later than ten days after the effective date of this Agreementthe termination of these terms, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed request for the winding up delivery to Customer of the other party User Content provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (except for the purpose of a solvent amalgamation whether or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination). Customer shall pay all reasonable expenses incurred by Silobreaker in returning or disposing of the User Content; and 14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 10.1 A. This Agreement shall continue be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the Term as set out in end of the Order and any subsequent initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. 10.2 B. Either party Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 or without cause on thirty (30) days’ written notice to the other party commits a breach of any of the provisions Party. C. Upon termination or expiration of this Agreement, and: (a) Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach is capable of remedy this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the other party fails to remedy the breach within 30 days of receipt occurrence of a written notice; Trigger Event. If there shall be an uncured material breach by CLOCKSS (b) the breach is not capable such as by way of remedy; or (c) the breach is example only, a material breach; 10.2.2 breach in security or corruption or the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstructionstored files), or if it ceases or prepares Publisher shall have the right to cease tradingwithdraw its Archived Content, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement or, if such breach occurs with immediate effect by notice in writing if at respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any time during post-termination rights of CLOCKSS under the Term or any renewal term: 10.3.1 Agreement. For the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination 10-14 of this Agreement for any reason is without prejudice shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to any the uncured material breach of CLOCKSS, all rights or obligations that may have accrued granted to either party as at the date CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of such terminationdestruction of all Archived Content.

Term and Termination. 10.1 11.1 This Agreement shall commence on the Effective Date and shall continue in effect for the Term (as set out defined in the Order and any subsequent Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal termat least thirty (30) days prior to the end of the then-current Term. 10.2 Either party 11.2 Customer may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 immediately upon written notice to Service Provider in the other party commits a breach of any of the provisions of this Agreement, and: event Service Provider (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; files any petition in bankruptcy; (b) the breach is not capable of remedyhas an involuntary petition in bankruptcy filed against it; or (c) becomes insolvent; (d) makes a general assignment for the breach is a material breach; 10.2.2 the other party is subject to an act benefit of insolvency, is unable creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or when they fall due or makes (j) experiences an event analogous to any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of foregoing in any jurisdiction in which any of its assetsassets are situated. 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; or 10.2.3 provided, that the continued performance thereof is prevented by reason non-breaching Party shall deliver to the breaching Party written notice of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) such material breach and the Parties are not able breaching Party shall have the right to rescue cure such material breach within thirty (30) days after receipt of such written notice. 11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall terminate and Customer shall be entitled to terminate the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility. 11.5 If either this Agreement with immediate effect by notice in writing if at is terminated for any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach reason, upon expiration of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject or at Customer’s option upon cessation of services under this Agreement due to a Change Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Control Event; Customer and / or 10.3.4 Specific shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for Section, including the grant of access to Customer, notwithstanding any reason adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is without prejudice to any rights or obligations that may have accrued to either party as at the date of such terminationreceived by Service Provider.

Term and Termination. 10.1 This Agreement shall continue for the Term as set out a. Unless sooner terminated in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement accordance with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and:this Agreement shall remain in effect for one (1) year after the Effective Date (the “Initial Term”), and shall be automatically renewed for successive one (1) year periods (“Renewal Term(s)”). b. This Agreement may be terminated by any of following (a1) In the event of a material breach is capable of remedy and this Agreement by either party, including the institution of any bankruptcy, insolvency or receivership proceedings by or against either party, the other party fails shall have the right to remedy cancel this Agreement by service of written notice upon the defaulting party (the “'Default Notice”). In the event such breach is not cured within 30 ten (10) days after service of receipt the Default Notice, this Agreement shall automatically terminate at the election of the nondefaulting party upon the giving of a written notice; (b) notice of termination to the breach is not capable of remedy; or (c) breaching party unless prior to that time the breach is a material breach; 10.2.2 breaching party gives timely notice to the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined efforts to cure, advises that such cure will take longer than ten (10) days, and in accordance with sub-clause 14.1) continues to undertakes appropriate steps to effect such cure and the Parties are not able pursues such action to rescue this Agreement pursuant to sub-clause 14.2conclusion. 10.3 (2) Notwithstanding anything contained to the Company shall be entitled to contrary in this Agreement, Vestin may terminate this Agreement with immediate effect by for any reason on thirty (30) days written notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under Strategix and Strategix may terminate this Agreement in full in accordance with Clause 6; 10.3.2 for any reason on ninety (90) days written notice to Vestin. The ninety (90) day notice is necessary to allow Vestin the Client commits a breach of time necessary to replace the Accounting Services being performed pursuant to this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination c. Upon termination of this Agreement for any reason is without prejudice reason, Strategix shall co-operate with Vestin, its independent public accountants and any persons or companies engaged by Vestin to any rights perform accounting and financial reporting services, in order to ensure a smooth transition of the accounting and financial reporting functions. In this regard, Strategiz shall make available to its successors all work papers and similar documents prepared in the course of performing services under this Agreement. d. Termination of this Agreement shall not release or obligations that may have accrued to discharge either party as at from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of such termination.

Term and Termination. 10.1 This Agreement These Terms are effective from the Service Start Date and shall continue remain in force until terminated by either Party. The mutual termination notice period for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice termination without cause period is two (2) months unless otherwise agreed in writing by the Parties. Either Party shall have the right to terminate this the Agreement with immediate effect if: 10.2.1 for cause without liability to the other party commits a breach of any of the provisions of this AgreementParty, and: (a) the breach is capable of remedy and by written notice to the other party fails to remedy the breach within 30 days of receipt of a written noticeParty, if; (b) 1. the breach is not capable of remedy; or (c) the breach is a material breachother Party goes into liquidation; 10.2.2 the other party is subject to an act of insolvency, 2. enters into composition proceedings with its creditors; 3. becomes insolvent or is unable to pay its major debts or the majority of its debts or fails or admits in writing its inability to pay its major debts or the majority of its debts as or when they fall due or become due; 4. makes any composition or arrangement with its creditors, goes into liquidation a general assignment for the benefit of creditors or if a petition under bankruptcy or under any order insolvency law is made filed by or against the other Party and such petition filed by a third party is not dismissed within sixty (60) days (or such longer period agreed upon between the Parties) after it has been filed or a resolution secured part takes possession of all or substantially all of its assets and such process is passed for not dismissed or restrained within thirty (30) days. Either Party shall have the winding up of right to terminate the Agreement forthwith without liability to the other party (except for Party, by written notice to the purpose of other Party, if the other Party commits a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any material breach of its assets; or 10.2.3 the continued performance thereof obligations hereunder. However, in case such a material breach is prevented by reason capable of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company being cured, neither Party shall be entitled to terminate the Agreement unless and until the other Party has failed to cure the material breach within thirty (30) days after the failing Party has been served with a notice requiring it to cure such a breach and stating the sending Party's intention to terminate the Agreement if compliance with the notice to cure is not met. The expiration or termination of this Agreement with immediate shall not affect or prejudice any provisions of the Agreement which are expressly or by implication provided to continue in effect by notice in writing if at any time during the Term after such expiration or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach termination. Upon termination of this Agreement, the Customers access to the Services will cease and Elastisys will erase all of the breach Customer's Data. The Customer is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in responsible for downloading and/or copying all the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at Customer's data before the effective date of such the termination.

Term and Termination. 10.1 This 7.1 The initial term of this Agreement shall continue for the Term as is set out in the Order and any subsequent renewal termAppendix A (the “Initial Service Period”). 10.2 Either 7.2 Following the expiry of the Initial Service Period, this Agreement shall renew automatically for additional consecutive terms of twelve months each (each, a “Subsequent Service Period”) unless either party notifies the other party in writing at least ninety (90) calendar days prior to expiry of the Initial Service Period or current Subsequent Service Period, as applicable, that it does not wish to renew upon expiry of the Initial Service Period or current Subsequent Service Period, as applicable, in which case this Agreement (and all Subscriptions under this Agreement) shall terminate upon the expiry of such period. For the avoidance of doubt, in the event that Client terminates this Agreement in accordance with this Clause 7.2, upon the expiry of the Initial Service Period or any Subsequent Service Period, Client shall not be liable for any Cancellation Fee in relation to the Subscriptions that terminate at the same time. 7.3 In the event of any material breach of any term or provision of this Agreement by either party, the non-breaching party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by written notice if the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other breaching party fails to remedy cure the breach within 30 days of receiving written notice of such breach from the non-breaching party; provided, however, that if such breach is incapable of being rectified, the non-breaching party may terminate the Agreement by giving 30 days written notice to the breaching party. 7.4 Client may, at any time, terminate this Agreement for the Client’s convenience and without liability, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of a written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the effective date of termination stated in the notice;, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, in accordance with the applicable SOW or as otherwise agreed in writing by the parties. 7.5 Upon expiry or termination of this Agreement, Client must (bwithin 30 days of expiry or termination) deliver to PA any Confidential Information of PA in Client’s possession or, if requested by PA destroy or erase all copies of the breach is not capable same. Any Confidential Information of remedy; Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same. (c) the breach is a material breach; 10.2.2 7.6 Either party may terminate this Agreement immediately upon written notice to the other party if the other party becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the benefit of its creditors. 7.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination. 7.8 PA may terminate this Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. This Clause 7.8 shall not apply in the event that any unpaid amount is subject to an act ongoing dispute in good faith between the parties.‌ 7.9 PA reserves the right to suspend the provision of insolvency, is unable to pay its debts as or when they fall due or makes Services if the Client engages any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented Services provided by reason of a Force Majeure Event as defined (and PA in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach terms of this Agreement. 7.10 Upon expiry or termination of a Subscription for a Cloud Platform, Client may request PA deliver to Client an extraction of any Client Data within 30 working days of expiry or termination. Any Professional Services associated with extraction, preparation or delivery of Client Data will be charged on a time and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions materials basis unless otherwise agreed in writing or set out in the relevant Service Specifications applyapplicable SOW. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall commence on the Effective Date and shall continue for the Term as set out in Initial Subscription Term; and (b) after the Order and any subsequent renewal term. 10.2 Either Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party may by gives written notice in writing to the other to terminate this Agreement with immediate effect not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable) 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: 10.2.1 : (a) (i) the other party commits a is in material breach of any this Agreement where the breach is incapable of remedy; or (ii) the provisions other party is in material breach of this Agreement, and: (a) Agreement where the breach is capable of remedy and the other breaching party fails to remedy the that breach within 30 thirty (30) days after receiving written notice of receipt of a written notice; such breach; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to enters into an act arrangement for an assignment for the benefit of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation administration, receivership or if administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any order is made or a resolution is passed for the winding up of event analogous to those described in sub-section (b) above happens to the other party (except for the purpose of a solvent amalgamation in any jurisdiction in which it is incorporated or reconstruction), resident or if in which it ceases carries on business or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its has assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause 11.3 On termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is reason: (a) all licenses and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without prejudice further notice to any Customer; and (e) the accrued rights or obligations that may have accrued to either party of the parties as at the date termination, and Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of such terminationthis Agreement.

Term and Termination. 10.1 16.1 This Agreement enters into force on the effective date for a definite period of 12 (twelve) months after which this Agreement shall continue automatically renew with subsequent 12 (twelve) month periods until terminated in accordance with this article 16. 16.2 Each Party may terminate this Agreement for convenience taking into account 3 (three) months written notice prior to the Term as set out in end of the Order and any subsequent renewal then current term. 10.2 Either party 16.3 A Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 if the other party commits a breach of any of the provisions of Party materially breaches this Agreement, and: and such breach: (a) the breach is capable incapable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; remedying; or (b) the breach is not being capable of remedy; orremedying, remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach containing sufficient detail of said breach. (c) 16.4 Article 13.3 contains an additional termination option applicable in the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose event of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2force majeure situation. 10.3 the Company shall be entitled to 16.5 Each Party may terminate this Agreement with immediate effect by written notice in writing if at the other Party is declared bankrupt or otherwise subject of any time during proceedings relating to its liquidation, winding- up, or insolvency. 16.6 In the Term or any renewal term: 10.3.1 the Client fails to make any payment due under case that VirtualMetric terminates this Agreement based on the non-performance or default on the Customer’s side, all fees that have been invoiced or would have become payable had this Agreement remained in full in accordance effect will become immediately due and payable, and the Customer shall pay such fees, together with Clause 6;previously accrued but not yet paid fees, on receipt of VirtualMetric’s invoice therefore. 10.3.2 the Client commits a breach of 16.7 If Customer properly terminates this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject Customer will be relieved of any obligation to a Change of Control Event; and / or 10.3.4 Specific provisions set out in pay any applicable fees attributable to the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at period after the effective date of such termination. 16.8 Termination of this Agreement, regardless of the reason for termination, requires the Customer to deinstall and refrain from any further use of the Software. Upon request of VirtualMetric, the Customer shall provide VirtualMetric with a written statement, signed by an executive of the Customer, confirming that the Customer has complied with the obligation to deinstall the Software and that the Customer shall refrain from any future use. 16.9 Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

Term and Termination. 10.1 This 13.1 The Agreement shall continue for commence on the Term as Effective Date and shall remain in force until all Minimum Periods of Service set out in all Orders have expired or been terminated in accordance with the Order provisions of this Agreement. After the expiry of all Minimum Periods of Service all Services provided hereunder and any subsequent renewal termthis Agreement shall thereafter automatically continue, unless and until either party terminates the Agreement by serving a thirty (30) day notice in writing. 10.2 13.2 Either party may immediately by notice in writing terminate this Agreement with immediate effect ifor any Order if one of the following events occurs: 10.2.1 13.2.1 the other party commits a material breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy Agreement or an Order and the other party fails has failed to remedy the cure such breach within 30 thirty (30) days after the terminating party has given a notice of receipt of a written notice; (b) default to the breach is not capable of remedyparty in breach; or (c) 13.2.2 the breach is a material breach; 10.2.2 the other party is subject to an act of insolvencydeemed bankrupt or enters into liquidation, is unable to pay its debts as whether compulsory or when they fall due or makes any composition or arrangement with its creditorsvoluntary, goes into liquidation or if any order is made or a resolution is passed other than for the winding up purposes of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers is the appointment subject of a receiver, administrative receiver, administrator winding up petition or similar officer has a receiver or manager appointed over the whole all or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of 13.2.3 a Force Majeure Event as defined continues for more than thirty (and in accordance with sub-clause 14.130) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2days. 10.3 13.3 Upon termination of the Company Agreement or an Order: 13.3.1 the rights of the parties accrued up to the date of such expiry or termination shall remain unaffected; 13.3.2 the Customer shall co-operate fully with eir to recover the eir Equipment; 13.3.3 if eir terminates the Agreement for a material breach by the Customer, or if the Customer terminates the Agreement prior to the expiry of the Minimum Period of Service the Customer shall be entitled liable to terminate this Agreement with immediate effect by notice in writing if at any time during pay to eir the Term or any renewal term: 10.3.1 balance of the Client fails to make any payment due under this Agreement in full in accordance with Clause 6Charges; 10.3.2 13.3.4 eir may exercise a lien over any of the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights Customer Equipment or obligations that may have accrued to either party as Goods located on an eir Site at the date of such termination for any amount due pursuant to the terms of the Agreement or otherwise from the Customer to eir; and the Customer shall immediately upon such termination become liable to pay to eir the amount of any loss or damage suffered by eir as a result of the termination; and 13.3.5 eir shall have an automatic right to the Charges for a Service up to and including the date of termination.

Term and Termination. 10.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect ifSubscription Term, unless: 10.2.1 (a) either Party notifies the other party commits a breach Party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Subscription Term, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Subscription Term; or (b) otherwise terminated in accordance with the provisions of this Agreementagreement. 14.2 Without affecting any other right or remedy available to it, andthe Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if: (a) the breach is capable of remedy and the other party Customer fails to remedy pay any amount due under this agreement on the breach within due date for payment and remains in default not less than 30 days of receipt of a written noticeafter being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this agreement which is irremediable or (if such breach is not capable remediable) fails to remedy that breach within a period of remedy; or28 days after being notified in writing to do so; (c) the breach Customer becomes Insolvent; (d) there is a material breachchange of Control of the Customer; or (e) if the Customer breaches any warranty under this agreement. 14.3 Without prejudice to any other right or remedy available to it, the Customer may terminate this agreement with immediate effect on giving 60 days’ written notice to the Supplier, and paying the Balance Fee. For the sake of clarity, the provisions of 14.4 will also apply. 14.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 10.2.2 (b) each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party is subject to an act Party; (c) the Supplier will destroy or otherwise dispose of insolvencyany of the Customer Data in its possession unless the Supplier receives, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditorsno later than ten days after the effective date of the termination of this agreement, goes into liquidation or if any order is made or a resolution is passed written request for the winding delivery to the Customer of the then most recent back-up of the other party (except for Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares back-up to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any Customer within 30 days of its assets; or 10.2.3 receipt of such a written request, provided that the continued performance thereof is prevented by reason of a Force Majeure Event as defined Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (and in accordance with sub-clause 14.1) and the Parties are whether or not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 10.1 This Master Services Agreement shall commence on the Effective Date and shall continue for until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as set out provided in this section 12. section 12. At the Order end of the Subscription Term, Client’s access and any subsequent renewal termuse of the Services shall automatically terminate. 10.2 Either party may by notice 12.3.1 is in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a material breach of any of its obligations under the provisions Agreement and, in the case of this Agreement, and: (a) the a breach which is capable of remedy and the other party remedy, fails to remedy the such breach within 30 thirty (30) days following notice of receipt of a written notice; (b) the breach is not capable of remedybreach; or (c) the breach is 12.3.2 files, or has filed against it, a material breach; 10.2.2 the other party is subject to an act petition of bankruptcy or insolvency, and the petition is unable to pay its debts as not vacated within sixty (60) days being filed; or when they fall due shall have a receiver or makes any composition administrative receiver appointed over it or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 or shall pass a resolution for winding-up or dissolution of the continued performance thereof is prevented by reason business affairs of a Force Majeure Event as defined (and in accordance an entity; or if the other Party shall become subject to an administration order or shall enter into any voluntary arrangement with sub-clause 14.1) and the Parties are not able its creditors or shall cease or threaten to rescue this Agreement pursuant cease to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term carry on business; or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change any analogous event or proceeding in any applicable jurisdiction. 12.4.1 Client’s rights of Control Eventuse granted under this Master Services Agreement (or under the applicable Order Form in the case of termination of an individual Order Form only) shall (i) immediately terminate and Client shall immediately cease the use of the Services; 12.4.2 Client shall (i) in the case of termination of this Master Services Agreement, promptly pay all Fees due or to become due through the effective date of termination; and / or(ii) in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and 10.3.4 Specific provisions 12.4.3 the Parties shall comply with the obligations set out in the relevant Service Specifications applysection 13.4. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This 11.1 Subject always to either party’s right to terminate pursuant to this clause 11: (a) this Agreement shall commence on the Effective Date and shall continue for the Term as set out in Initial Subscription Term; and (b) after the Order and any subsequent renewal term. 10.2 Either Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party may by gives written notice in writing to the other to terminate this Agreement with immediate effect not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable). 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: 10.2.1 : (a) (i) the other party commits a is in material breach of any this Agreement where the breach is incapable of remedy; or (ii) the provisions other party is in material breach of this Agreement, and: (a) Agreement where the breach is capable of remedy and the other breaching party fails to remedy the that breach within 30 thirty (30) days after receiving written notice of receipt of a written notice; such breach; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to enters into an act arrangement for an assignment for the benefit of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation administration, receivership or if administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any order is made or a resolution is passed for the winding up of event analogous to those described in clause 11.2(b) above happens to the other party (except for the purpose of a solvent amalgamation in any jurisdiction in which it is incorporated or reconstruction), resident or if in which it ceases carries on business or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its has assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause 11.3 On termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is reason: (a) all licences and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorised User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without prejudice further notice to any Customer; and (e) the accrued rights or obligations that may have accrued to either party of the parties as at the date termination, and clauses 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of such terminationthis Agreement.

Term and Termination. 10.1 20.1. This Agreement shall continue for commence on the Term as Commencement Date and each of the Services set out in the Order Form shall commence on the Services Commencement Date for Professional Services or the Go-Live Date for annually recurring Services and any subsequent renewal termshall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement and each Order Form shall continue to automatically renew for a Renewal Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Renewal Term, to terminate this Agreement. 10.2 Either party 20.2. Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by giving written notice to the other party commits a breach of any of the provisions of this Agreement, andParty if: (a) the breach is capable of remedy Client breaches its obligations in Clauses 7.7 and the other party fails to remedy the breach within 30 days of receipt of a written notice7.10; (b) the other Party commits a material breach of any material term of this Agreement and (if such breach is not capable remediable) fails to remedy that breach within a period of remedy; orthirty (30) days after being notified to do so; (c) the breach is a material breach;other Party breaches any of the terms of Clause 13, Clause 19 or Clause 24; or 10.2.2 (d) the other party is subject Party suspends, or threatens to an act suspend, payment of insolvencyits debts, or is unable to pay its debts as or when they fall due or makes any composition admits inability to pay its debts, or arrangement with is deemed unable to pay its creditors, goes into liquidation or if any order is made or a resolution is passed for debts within the winding up meaning of section 123 of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2Insolvency Act 1986. 10.3 20.3. The Supplier may terminate the Company shall be entitled Subscription Services immediately on giving written notice to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client if the Client (i) repeatedly fails to make any payment due under this Agreement in full timely report use of the Subscription Services to the Supplier in accordance with Clause 6;9.3(d)3.11(d) or (ii) repeatedly or obviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. 10.3.2 the Client commits a breach 20.4. Termination of this Agreement, and for any reason, shall not affect the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change accrued rights, remedies, obligations or liabilities of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyParties existing at termination. 10.4 Termination 20.5. On termination of this Agreement for any reason is without prejudice reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to any rights or obligations that may have accrued to either party as at and including the date of termination including (1) all remaining amounts owing up to the end of the Term (as applicable); (2) any Licence Fees as set out under Clause 16.1; and (3) any termination fees that the Supplier incurs from any of its Third Party Suppliers as a consequence of such early termination.. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Supplier fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully- paid, fixed term and perpetual licences; for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and

Term and Termination. 10.1 12.1 The Term of this Agreement shall begin on the Effective Date and end at midnight on the day prior to the three (3) year anniversary of the Effective Date. 12.2 This Agreement shall continue may be immediately terminated by either of the parties for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may cause by giving written notice in writing terminate this Agreement with immediate effect if: 10.2.1 to the other party commits a breach upon the occurrence of any of the provisions of this Agreement, andfollowing events: (a) the breach is capable of remedy and the The other party breaches any material provision of this Agreement and fails to remedy the substantially cure such breach within 30 thirty (30) days of following the receipt from the non-breaching party of a written notice;notice of such breach; which notice reasonably specifies the extent and nature of such breach. (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the The other party (except i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; (ii) makes a general assignment for the purpose benefit of a solvent amalgamation or reconstruction)creditors, or if it (iii) becomes insolvent, (iv) ceases or prepares doing business, and/or (v) takes any corporate action to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of authorize any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2foregoing. 10.3 12.3 AMO shall have the Company shall be entitled right to terminate this Agreement with immediate effect by notice in writing if its entirety at any time upon providing twelve (12) months written notice to Allergan. AMO may also discontinue the manufacture of any individual Product upon providing twelve (12) months written notice to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration or termination of this Agreement for all Product(s) AMO desires Allergan to deliver during the Term six (6) month period prior to termination. Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, or any renewal term:unable, to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes. 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach 12.4 Upon expiration or termination of this Agreement, the rights and obligations of the breach is a minor breach which individually would not cause termination but has continued persistentlyparties pursuant to this Agreement shall cease, except as follows: (i) Obligations of confidentiality and use of information under Section 16 of this Agreement shall survive such expiration or termination; or 10.3.3 The Client is subject to a Change of Control Event(ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to such expiration or termination. 12.5 It is without prejudice AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, Westport Facility or Sao Paulo Facility, as applicable, under the same conditions, both in terms of duration and substantive assistance, as the analytical technology transfer assistance described in Section 6.3. 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any rights or obligations that may have accrued to either party as reason including force majeure, AMO shall purchase all Raw Materials and Product(s) existing at the date time of expiration or termination at Cost, provided that such terminationRaw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. Payment is due within thirty (30) days of invoice receipt from Allergan. 12.7 Upon expiration or termination of the Agreement, AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the expiration of the Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment. 12.8 Upon expiration or termination of this Agreement, AMO shall assume sole responsibility for all reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped by Allergan EXW to the physical storage location of AMO's choice at AMO's request, but no later than six (6) months from the expiration or termination of the Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to a new site, to the extent provided in Section 6.3.

Term and Termination. 10.1 11.1 This Agreement shall commence on the date hereof and shall continue for the Term as set out in the Order and any subsequent renewal terma minimum period of 24 months. 10.2 Either 11.2 The Term of this Agreement shall be automatically extended with one (1) year unless terminated in accordance with Section 11.3 below 11.3 The Agreement cannot be terminated for the first 21 months following the date of signing of the Agreement. Thereafter any party may terminate the Agreement by notice in writing giving the other party three (3) months written notice. 11.4 Any Party may terminate this Agreement with immediate effect if: 10.2.1 at any time immediately upon written notice to the other party Party, if the other Party commits a material breach of this Agreement which it fails to remedy within thirty (30) days of receiving notice requiring it to do so or commits a breach of Section 10. 11.5 Each Party is entitled to terminate the Agreement immediately in the event that the other Party is declared bankrupt, enters into composition proceedings or liquidation or can otherwise be determined to have become insolvent. 11.6 Upon termination for any of the provisions of this Agreement, andreason: (a) all rights granted to the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written noticeCompany under this Agreement shall cease; (b) the breach is not capable of remedy; orCompany shall cease all activities authorised under this Agreement; (c) the breach is a material breachCompany and Unibet shall immediately pay to each other any sums due under this Agreement; 10.2.2 11.7 Receiving Party shall destroy or return (at Parties' option) all copies of material provided under the other party is subject Agreement, including Parties' Confidential Information, then in its possession, custody or control and, in the case of destruction, certify to an act counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (& related data) belonging to the Company, the Parties will co-operate to a reasonable degree to ensure the orderly transfer of insolvencysuch data out of the Unibet system and into a database designated by the Company at that time. After such successful transfer, is unable The obligations under the clause 5.8 and 5.9 shall prevail to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed the abovementioned. 11.8 To such extent the Company terminates the Agreement in advance and the reason for the winding up termination is not due to Unibet's material breach of the other party (except for the purpose of a solvent amalgamation or reconstruction)Agreement, or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled liable to terminate this Agreement with immediate effect by notice make payment of the monthly minimum fee defined in writing if at any time clause 3.3 during the Term or any renewal term: 10.3.1 reminder of the Client fails to make any payment due under this Agreement term defined in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out clause 11.1 in the relevant Service Specifications applyAgreement. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 (i) This Agreement shall become effective on the date first written above and shall continue in effect for an initial three year period. The Agreement may be terminated in its entirety or as to Section I. or Section II. only prior to the Term as set out in expiration of the Order initial term only if a party commits a material breach of any term or condition hereof and any subsequent renewal term. 10.2 Either such breach is not cured or rectified within ninety (90) calendar days after the party may by claiming the breach shall have given written notice in writing of such to the other party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days to notify the party committing the breach of its intention to terminate this Agreement in accordance with immediate effect if:subparagraph (ii) of Section III.9.(h). 10.2.1 (ii) The Customer or the Bank may give notification of termination to the other party commits following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in any State within the United States to be held and disposed of pursuant to the provisions of this Agreement, and:or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to settle -------- ------- any transactions in securities for the Accounts following the expiration of the ninety (90) day period referred to in this sentence except those transactions which remained open prior to the expiration of such ninety (90) day period. (aiii) the breach is capable of remedy and the other party fails Termination as to remedy the breach within 30 days of receipt of a written notice; One or More Series. This Agreement may be ------------------------------------ terminated as to one or more Series (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up but less than all of the other party Series) by delivery of an amended Schedule B1 deleting such Series, in which case termination as to such deleted Series shall take effect sixty (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.160) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at days after the date of such terminationdelivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement only with respect to such deleted Series, shall be governed by the preceding provisions of this Sub-section 9(h) of Section III. of this Agreement as to the identification of a successor custodian and the delivery of Assets of the Series so deleted to such successor custodian, and shall not affect the obligations of the Bank and the Customer hereunder with respect to the other Series set forth in Schedule B1, as amended from time to time.

Term and Termination. 10.1 This Unless terminated earlier in accordance with the provisions of this Clause 10 or Clause 14, this Agreement shall continue in force until there are no remaining royalty obligations under this Agreement with respect to any Product in any country of the world (ie, until expiry of the last Valid Claim, or for so long as the Term as set out in the Order System Know-How and/or CDACF Version 8 Know-How is identified and any subsequent renewal termremains secret and substantial, whichever is later). 10.2 Licensee may terminate this Agreement in its entirety, by giving at least [*] days’ notice in writing to Lonza. Licensee may also terminate this Agreement from time to time on a Product-by-Product basis, and terminate any licence grant on a sublicense-by-sublicense, Sublicensee-by-Sublicensee, Affiliate-by-Affiliate basis, or Strategic-Partner-by-Strategic-Partner basis, etc., in each case by giving at least [*] days’ notice in writing to Lonza, and, in each such case, the Agreement will be terminated only with respect to, as applicable, the terminated Product, sublicense, Sublicensee, Affiliate or Strategic Partner, etc., and the Agreement shall otherwise remain in full force and effect. 10.3 Either party Lonza or Licensee may terminate this Agreement forthwith by notice in writing terminate this Agreement with immediate effect if: 10.2.1 to the other party commits a breach upon the occurrence of any of the provisions following events: 10.3.1 if the other commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within [*] days of the receipt by the other of a notice identifying the breach and requiring its remedy. Failure to pay a bona fide disputed amount shall not constitute a material breach of this Agreement, and:. (a) the breach is capable of remedy and 10.3.2 if the other party fails to remedy the breach within 30 days of receipt of a written notice; enters into compulsory or voluntary liquidation (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except than for the purpose of effecting a solvent reconstruction or amalgamation in such manner that the company resulting from such reconstruction or reconstructionamalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement), or if it ceases or prepares for any reason to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2carry on business. 10.3 10.3.3 Notwithstanding the Company shall be entitled to foregoing, if such uncured material breach by Licensee involves only a specific Product, Sublicensee, Affiliate or Strategic Partner, then Lonza may terminate this Agreement only with immediate effect by notice respect to Licensee’s rights relating, respectively, to such Product, Sublicensee, Affiliate or Strategic Partner, and the Agreement shall otherwise remain in writing if full force and effect. 10.4 If at any time during this Agreement Licensee, with the Term actual knowledge of its Chief Executive Officer or any renewal term:member of its Board of Directors or senior management, directly, opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza) or disputes or knowingly, directly, assists any Third Party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.3.1 the Client fails to make any payment due under 10.5 If this Agreement in full expires in accordance with Clause 6; 10.3.2 10.1, all licenses granted to Licensee under this Agreement shall survive and shall convert as of the Client commits a breach expiration date to fully paid-up, royalty-free licenses. If this Agreement is terminated by Licensee in accordance with Clause 10.3.1, all licenses granted to Licensee under this Agreement shall survive, subject to the continued payment of royalties under the terms of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of . If this Agreement is terminated in its entirety by Lonza for any reason listed in Clause 10.3, any and all licences granted hereunder shall terminate with effect from the date of termination (subject to the last proviso in this paragraph), and, unless Clause 10.7 applies, then Licensee shall destroy all Vectors, Cell Lines and Product and all Confidential Information which is without prejudice provided by Lonza (including all Know-How, all System Know-How and all CDACF Version 8 System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided however that the Licensee and Sublicensees shall have the right to complete any rights or obligations that may have accrued to either party as production batches of Product in process at the date of such terminationtermination and sell or otherwise dispose of all Product then on hand or in process and the licenses granted under this Agreement shall survive for that purpose, subject to the payment of royalties and the other terms of this Agreement. 10.6 Upon termination or expiration of this Agreement, Licensee (unless Clause 10.7 applies) and Lonza shall destroy all Confidential Information of the other Party or the other Party’s Representatives, including all copies and extracts thereof and all tangible items comprising, bearing or containing any such Confidential Information and provide a written certification of such destruction; provided, however, that if Licensee has any surviving license rights, Licensee may retain Lonza’s Confidential Information to the extent required for exercising such surviving license rights, and each Party may retain one (1) copy of such Confidential Information in its secure archival files for archival purposes and for ensuring compliance with Clause 8. 10.7 If this Agreement expires or is terminated and either (a) a Product has been or is being transferred to a separate Lonza license agreement, or (b) Lonza otherwise agrees that it will not require destruction, then, in the case of (a) Licensee shall either, with Lonza’s consent, transfer to the party that is the named licensee under the related separate Lonza license agreement, or destroy, the related Vectors, Cell Lines and Product and Confidential Information provided by Lonza (including Know-How and System Know-How, including CDACF Version 8 System Know-How), and, in the case of (b) Licensee may request specific retention rights and if both Parties agree on retention terms they will enter into a short letter agreement setting forth their mutual agreement with respect thereto.

Term and Termination. 10.1 7.1. The term of this Agreement shall be set forth in the quote(s) and/or Attachment A attached hereto and incorporated herein (“Term”). 7.2. This Agreement shall continue is non-cancelable by Customer and will remain in effect for the Term as set out specified in this Agreement. However, Customer may cancel service coverage for an individual Covered System under this Agreement upon sixty (60) days written notice to Invivo representing that the Order Covered System is being permanently removed from the Site and that the Covered System is not being used in any subsequent renewal termother Customer site 7.3. Upon sixty (60) days written notice to Invivo, Customer may cancel this Agreement specifically describing a material breach or default of the Agreement by Invivo, provided that Invivo may avoid such cancellation by curing the condition of breach or default within such sixty (60) day notice period. Termination under this clause shall not impact fees paid for services rendered up to the time of such material breach, which shall remain payable to Invivo. 10.2 Either 7.4. In addition, if the Customer sells or otherwise transfers any of the Covered System to a third party and the System remains installed and in use at the same location, and such third party assumes the obligations of the Customer under this Agreement or enters into a new service agreement with Invivo the price will be equal to the price in this Agreement and a term at least equal to the unexpired/unused term of this Agreement. If such third party does not assume the obligations of the Customer under this Agreement,, then the Customer may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 respect to such Covered System upon no less than thirty (30) days prior written notice to Invivo, in which case the other party commits a breach of any of the provisions of this Agreement, and: Customer shall pay to Invivo (ai) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment all amounts due under this Agreement in full in accordance with Clause 6; 10.3.2 through the Client commits effective date of termination (based on the notice requirement) and (ii) as liquidated damages and not as a breach penalty, an amount equal to 30% of the remaining payments due under this Agreement for such Covered System from the date of termination through the scheduled expiration of the term of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of 7.5. If this Agreement includes a Pool and terminates for any reason is without prejudice and Customer has expended more funds from its Pool than it has contributed to any rights or obligations that may have accrued to either party as at the date Pool, then Customer shall pay Invivo the amount by which its expenditures exceeded its contributions within five (5) business days of such termination. 7.6. Clinical Education training and credits will expire upon termination of the Agreement.

Term and Termination. 10.1 This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall commence on the Effective Date and shall continue for the Term as set out in Initial Subscription Term; and (b) after the Order and any subsequent renewal term. 10.2 Either Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party may by gives written notice in writing to the other to terminate this Agreement with immediate effect not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable) 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: 10.2.1 : (a) (i) the other party commits a is in material breach of any this Agreement where the breach is incapable of remedy; or (ii) the provisions other party is in material breach of this Agreement, and: (a) Agreement where the breach is capable of remedy and the other breaching party fails to remedy the that breach within 30 thirty (30) days after receiving written notice of receipt of a written notice; such breach; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to enters into an act arrangement for an assignment for the benefit of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation administration, receivership or if administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any order is made or a resolution is passed for the winding up of event analogous to those described in sub-section (b) above happens to the other party (except for the purpose of a solvent amalgamation in any jurisdiction in which it is incorporated or reconstruction), resident or if in which it ceases carries on business or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its has assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause 11.3 On termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is reason: (a) all licenses and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without prejudice further notice to any Customer; and (e) the accrued rights or obligations that may have accrued to either party of the parties as at the date termination, and Sections 1, 3.2, 3.4, 3.5, 5 and 6 through 12, will survive any expiration or termination of such terminationthis Agreement.

Term and Termination. 10.1 7.1. This Agreement shall take effect from the Commencement Date and shall continue for until completion of the Term as set out in the Order and any subsequent renewal termServices along with full payment of Charges. 10.2 7.2. Either party may by notice in writing terminate this Agreement by written notice to the other with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, andeffect: (a) in the event that the other party has a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if that other party shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or shall cease to carry on business, or anything analogous in any jurisdiction in which that other party is located; (b) if the other party is in material breach of this Agreement and the breach is not capable of remedy; (c) if the other party is in material breach of this Agreement and the breach is capable of remedy and the other breaching party fails shall have failed to remedy the breach within 30 thirty (30) days of receipt written notice from non- breaching party specifying the breach and requiring its remedy; 7.3. Upon termination or expiry of a written noticethis Agreement: (a) all rights and obligations of the parties under this Agreement shall automatically terminate except: i. for such rights of action as shall have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination; ii. that, in the event that this Agreement has been terminated by notice given by ITHQ pursuant to Clause 7.1, ITHQ shall, at the request of Client, complete any work to be performed under any existing Statement of Work and to that extent and for that purpose the provisions of this Agreement shall continue in effect until the Services under such Statement of Work has been completed. (b) Client shall pay ITHQ for all unpaid fees and reimbursable expenses accrued up to the breach is not capable date of remedy; ortermination; (c) Both parties shall return or destroy (at the breach is a material breach; 10.2.2 other’s option) and without taking copies, all information, analyses, compilations, notes, slides, memoranda or other documents prepared by or for that party or any of that party’s professional advisers to the other party is subject to an act of insolvency, is unable to pay its debts as extent that such items derive from or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up contain Confidential Information of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6party; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 22.1 This Agreement shall continue endure for the Term as (subject to earlier termination under and in accordance with this clause 22), which The Client may renew for 12 months by serving on Station10 thirty (30) calendar days’ notice to renew, PROVIDED THAT if any then executed SoW is set to expire after the end of the Term, then the Term will be deemed to extend up to and including the end of the Service Period set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any that SoW (or where there is no Service Period set out, then until completion of the provisions of this Agreement, and: (aServices under that SoW) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of preserving the validity of that SoW only. 22.2 Either Party may terminate the Services if the other Party fails to perform any other obligation required of it under this Agreement and such failure is not cured within thirty (30) calendar days from the date written notice specifying the failure was delivered. Failure to pay fees due under any executed SoW is considered a solvent material breach. 22.3 Either Party may terminate the Services with immediate effect on written notice if: 22.3.1 the other Party ceases or threatens to cease to carry on its business 22.3.2 a receiver; administrator or similar officer is appointed over all or any part of the assets or undertaking of the other Party; 22.3.3 the other Party makes any arrangement for the benefit of its creditors; or 22.3.4 the other Party goes into liquidation (save for the purposes of a genuine amalgamation or reconstruction). 22.4 Upon termination of the Services, Station10 will be paid all money due to it up to and including the date of termination after taking into account amounts previously paid together with: 22.4.1 the total value of the Services and/or Deliverables completed up to and including the date of termination; and 22.4.2 any cancellation charges payable to Station10’s Sub Contractors, and 27.4.3 the cost of materials and goods ordered for the Services and/or Deliverables for which Station10 has paid or if it ceases or prepares is legally bound to cease trading, or if it suffers pay. 22.5 In the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part event of any breach of its assets; or 10.2.3 Clause 27, the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with subnon-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company breaching Party shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyeffect. 10.4 22.6 Termination of this Agreement for any reason is without prejudice to the Services will not affect any rights or obligations that may have of the Parties accrued to either party as at them up to the date of such termination.

Term and Termination. 10.1 11.1 This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term as set out and, thereafter, being automatically renewed for successive periods (each a “Renewal Period”) matching the Initial Subscription Term, unless: 11.1.1 either party notifies the other party of termination, in writing before the Order end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 11.1.2 otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent renewal termRenewal Periods shall constitute the “Subscription Term”. 10.2 Either 11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 without liability to the other if the other party commits a material breach of any of the provisions terms of this Agreement, and: Agreement and (a) the if such a breach is capable of remedy and the other party remediable) fails to remedy the that breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other that party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up being notified in writing of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2breach. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause 11.3 On termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice reason: 11.3.1 all licences granted under this Agreement shall immediately terminate; 11.3.2 subject to clause 11.3.3, each party shall return and make no further use of any equipment, property and other items (and all copies thereof) belonging to the other party; 11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Service within 5 Business Days of the effective date of termination of this Agreement, otherwise the Company may destroy or otherwise dispose of any of the Portfolio Materials in its possession; and 11.3.4 the accrued rights or obligations that may have accrued to either party of the parties as at termination, or the date continuation after termination of such any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 10.1 This Agreement shall be effective as of the Effective Date and shall continue for a minimum seven year term from the Term date hereof and will automatically extend on a year by year basis thereafter provided Gigabeam satisfies its minimum purchase commitments as set out forth in Sections 1.3.4 and Exhibit D with minimum purchase commitments for each year of extension of the Order and any subsequent renewal term. 10.2 Either party Agreement beyond the time periods given in Exhibit D to be the same as the minimum purchase commitment for the preceding year; provided, however, that the Agreement may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of be terminated for any of the provisions following reasons: a.) Upon the occurrence of any material breach by either party of the terms and conditions of this Agreement, and: (a) the breach is capable of remedy Agreement and the other party fails failure to remedy the cure such material breach within 30 days of after receipt of a written notice from the other party the non-breaching party may, at its option, terminate this Agreement upon written notice;; provided however that the cure period shall be only 10 days after receipt of notice if the material breach arises from failure by Gigabeam to pay amounts due according to Section 3. After six months from the Effective Date, the payment cure period will go to 30 days. (bb.) In the breach is not capable of remedyevent that Gigabeam fails actually to receive $1.5 million in financing within 120 days from the Effective Date hereof, Sophia may, at its option, terminate this Agreement upon written notice; or (cc.) Upon the breach is a material breach; 10.2.2 occurrence of bankruptcy or reorganization under bankruptcy laws, cessation of operations, or assignment for the benefit of creditors of either party, the other party is subject may terminate this Agreement upon written notice. d.) This Agreement may be terminated by mutual written agreement of both parties to an act of insolvencyterminate. Notwithstanding the foregoing, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for upon the winding up of the other party (except for the purpose occurrence of a solvent amalgamation or reconstructionmaterial breach by either Party (the "Breaching Party"), or if it ceases or prepares to cease tradingwhich is not cured within the appropriate cure period, or if it suffers other event giving rise to a right for either Party to terminate this Agreement, without limiting any other rights or remedies available, the appointment of a receiverParty which is not in material breach (the "Non-Breaching Party"), administrative receiver, administrator or similar officer over which has the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled right to terminate this Agreement with immediate effect by notice in writing if may, at any time during its option, terminate its own obligations of exclusivity under Section 8, such that Section 8 remains binding against the Term or any renewal term: 10.3.1 Breaching Party for the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 remainder of the Client commits a breach of this Agreement, and term but shall thereafter no longer be binding against the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.Non-Breaching Party

Term and Termination. 10.1 7.1 This Agreement Contract shall continue commence as of the 15th day of March, 2000, and shall extend for a period of thirty-six (36) months, to and including the Term 14th day of March, 2003 with a 2 year option agreed to by both parties. 7.2 The obligation of Client to pay fees and expenses earned or incurred by LHSI, as set out the case may be, prior to the effective date of termination, the obligations of LHSI under paragraphs 2.9(c), the obligations of Client under paragraphs 3.6 and 3.7, and the rights and *** CONFIDENTIAL TREATMENT REQUESTED obligations of both parties under Articles VI, VII and IX shall survive the termination or expiration of this Contract. 7.3 If either LHSI or Client should fail to discharge fully and promptly any of its obligations under this Contract or the Exhibits hereto, including the Client's obligation to make payments and LHSI's obligation to meet the KPI's, attached hereto as Exhibit "C", and further fail to cure such default within a reasonable time not to exceed 60 days (provided that such a failure can be cured) after written notice thereof by the non-defaulting party, the non-defaulting party shall have the right to immediately terminate this Contract upon giving the defaulting party written notice to such effect 7.4 Client shall have the right to terminate this Contract before the 15th day of March, 2003 for any major business change with ninety (90) days prior written notice to LHSI. In the event of early termination under this paragraph, Client shall pay LHSI an Early Termination Fee equivalent to *** following the effective date of termination. *** at the time of notification of early termination by the Client. 7.5 Each party hereto shall have the right to terminate this Contract in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach event of any of the provisions of this Agreementproceeding under a Bankruptcy Act or any insolvency, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 receivership or dissolution proceeding involving the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any commenced and not dismissed within 90 days of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2commencement. 10.3 the Company 7.6 Upon termination or expiration of this Contract, LHSI shall promptly return to Client at Client's sole expense, all Products then in its possession or control, all packaging, shipping and labeling materials related thereto, all invoice forms, any equipment or other property purchased by Client, and all customer and sales representative lists and other confidential or proprietary information provided hereunder by Client or developed by LHSI in relation to this Contract, and any information provided in order that LHSI may obtain any government licenses and permits. LHSI shall provide an electronic copy of lot tracking data, customer history, and addresses to Client. LHSI shall be entitled to terminate this Agreement with immediate effect by notice compensated at the accessorial labor rate detailed in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach Exhibit "A" of this Agreement, and Contract in returning property of Client from the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination last effective day of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such terminationContract.

Term and Termination. 10.1 7.1 This Agreement shall have effect on and from the Effective Date and shall continue for the Term as set out in the Order and any subsequent renewal termforce thereafter. 10.2 7.2 Either party may by terminate any or all Project Assignments immediately upon written notice to the other in writing terminate this Agreement with immediate effect ifthe event of: 10.2.1 7.2.1 any material breach of a Project Assignment by the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the which breach is not capable remedied (if remediable) within thirty days after the service of remedy; or (c) written notice requiring the breach is a material breachsame; 10.2.2 7.2.2 the other party is subject to an act Party becoming bankrupt or entering into liquidation whether voluntary or compulsory (other than for the purpose of insolvencysolvent amalgamation or reconstruction) passing a resolution for its winding up, is unable to pay having a receiver, manager, administrative receiver, administrator, trustee or similar officer appointed over the whole or any part of its debts as business or when they fall due assets, or makes making any composition or arrangement with its creditors, goes into liquidation creditors or if taking or suffering any order is made or a resolution is passed for the winding up similar action in consequence of the other party (except for the purpose of a solvent amalgamation or reconstruction)its debt, or if it ceases ceasing or prepares threatening to cease trading, to trade. 7.3 The Company may also terminate this Agreement and/or any current Project Assignment immediately upon written notice to the Consultancy if: 7.3.1 the Consultancy breaches any of its obligations under Clause 8 and Clause 9; 7.3.2 the Consultancy disputes the validity or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part ownership of any of the Company’s or Client’s intellectual property rights; 7.3.3 the Consultancy has been prevented from performing its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due obligations under this Agreement for a period exceeding one month or more in full in accordance with Clause 6any period of twelve months. 7.3.4 the Client terminates its agreement for the Company to deliver those services which comprise part or all the Services to be delivered by the Consultancy pursuant to a current Project Assignment; 10.3.2 7.3.5 the Client commits a breach requests that either or both the Consultancy or Representative providing the Services be replaced or removed from the Project Assignment; 7.3.6 any Client to whom the Consultancy is, or has agreed to commence providing Services, fails to pay the Company’s charges. 7.4 Upon termination of this AgreementAgreement or any Project Assignment for any reason, the Consultancy shall deliver to the Company all Deliverables relating to the terminated Project Assignment then in the Consultancy’s possession or control, whatever their state of development at that time, and all materials and information reasonably required by the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject Company to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applycomplete such Deliverables. 10.4 7.5 Termination of this Agreement shall be without prejudice to the rights and liabilities of the Parties accrued at the date of termination. 7.6 Upon termination of this Agreement for any reason is without prejudice reason, the Consultancy shall not for a period of six months, whether itself or as principal, agent, proprietor, shareholder, director, employee, associate, partner, representative, contractor, advisor or assistant of or to any rights business or obligations that may have accrued to either party as entity, directly or indirectly solicit, promote, contract with or accept or carry on any business for any Client who was, at any time within six months of the date of such terminationtermination of this Agreement, a Client of the Company and for whom the Consultancy performed Services (either directly or indirectly) during the preceding six months.

Term and Termination. 10.1 2.1. This Agreement shall commence on September 10, 2001 (the Effective Date) and shall continue for a period ending December 31, 2002. Thereafter, the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice parties in writing terminate this Agreement with immediate effect if: 10.2.1 the may renew it for one (1) year terms upon mutual agreement. Notwithstanding any other party commits a breach of any of the provisions of this Agreement, andupon a breach of the confidentiality provisions set forth in Article 7, the non-breaching party shall have the right to immediately terminate this Agreement. 2.2. Either party immediately upon occurrence of the following events may terminate this Agreement: (a) the breach is capable of remedy and the 2.2.1. The other party fails suffers a receiver to remedy the breach within 30 days be appointed in respect of receipt any of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as assets or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed or petition presented for the winding up of the other party (except or if the other party makes general assignment for the purpose benefit of a solvent amalgamation its creditors or reconstruction)institutes or has instituted against it any proceedings under any law relating to insolvency or the reorganization of the debtors, or 2.2.2. The other party undergoes any material change of ownership, or if it ceases or prepares to cease trading, or if it suffers business focus that may detract from the appointment sales and support of a receiver, administrative receiver, administrator or similar officer over the whole or part LIGHTNING ROD SOFTWARE TM products. 2.2.3. The other party is in material breach of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term material warranty, term, condition, covenant or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach article of this Agreement, and the fails to cure that breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applywithin ninety (90) days after written notice thereof. 10.4 2.3. Should this Agreement or any portions thereof expire or are terminated for any reason neither party will be liable to the other because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the business of LIGHTNING ROD SOFTWARE TM and its suppliers or PARTNER, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of this Agreement shall not release either party from its liability to pay the other party any fees owing to such other party under the terms of this Agreement. 2.4. Upon termination or expiration of this Agreement, at the written request of the disclosing party, the other parties shall return within ten (10) business days all originals and copies of Confidential Information (as defined in Article 7) received from the disclosing party, or shall deliver to the disclosing party within ten (10) business days a certificate signed by an officer of the receiving party certifying the destruction of all such confidential information. 2.5. Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to shall not (save as provided herein) relieve either party of any obligation to pay the other amounts due as at the date a result of such transactions occurring prior to termination. 2.6. Upon termination, PARTNER will retain the right to continue the support and maintenance of the existing End User and Reseller installations.

Term and Termination. 10.1 Employee will be employed under this Agreement for an initial term of two years (the "Initial Term"), beginning on the date of the Agreement (the "Effective Date"). This Agreement shall continue renew for successive one year periods after the completion of the Initial Term as set out in unless either party gives written notice of termination at least 30 days prior to the Order and expiration of the Initial Term or any subsequent renewal term. 10.2 Either . Notwithstanding the foregoing, either party may by notice in writing terminate this Agreement at any time, with immediate effect ifor without cause, by giving 30 days written notice of termination to the other party, and upon termination, neither party will have any continuing obligation to the other party, except as follows: 10.2.1 (a) if the other party commits Company terminates this Agreement without Cause (as defined below) prior to the end of the first year of the Initial Term, then the Company will be obligated to continue paying Employee's base salary and employee benefits pursuant to Section 4 hereof for a period of six (6) months after such termination; and (b) the provisions of Sections 5, 6 and 7 hereof will survive any termination of this Agreement for any reason in accordance with their terms. As used in this Agreement, termination for "Cause" shall mean any termination of Employee for (a) refusal to perform duties assigned, or disobedience of orders and directives issued to Employee; (b) violation of any rule or regulation of which Employee has notice and that may be established from time to time for the conduct of the Company's business, (c) unlawful misconduct by Employee, including, without limitation, the commission of an act of fraud or embezzlement against the Company or commission of a crime involving moral turpitude, (d) consistent willful misconduct or negligence in performing Employee's duties hereunder, (e) breach of fiduciary duty in connection with Employee's employment by the Company or (f) a breach of any of the provisions terms of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 17.1 This Agreement shall continue become effective as of the Effective Date, and shall remain in effect initially until the Expiration Date, or otherwise terminated by the Parties in accordance with the provisions of this Agreement (“Term”). 17.2 This Agreement may be terminated by a Party, with written notice, without prejudice to any other rights such Party may have, upon the occurrence of either one or more of the following events stated below: a) by either Party in the event that the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the Term benefit of its creditors is made; b) by either Party in the event that the other has failed in the performance of any material contractual obligation herein contained or has otherwise breached this Agreement, provided that such default or breach is not remedied to the Party’s reasonable satisfaction within thirty (30) days after written notice to the other Party specifying the nature of such default and requiring remedy of the same; c) by Customer in the event [***] fails to perform the obligations as set out in Section 2.4; or Master Supply Agreement – [***] 12 d) by [***] in the Order and any subsequent renewal termevent that Customer fails to pay the Deposit or Incremental Deposit to [***] as required under Section 2.3. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 17.3 Termination of this Agreement for any reason shall not affect any obligation which from the context thereof is intended to survive the termination of this Agreement, including without prejudice limitation, Sections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this Agreement which shall continue to any rights or obligations that may have accrued be binding upon the Parties to either party as at the date of such terminationextent stated therein (where applicable).

Term and Termination. 10.1 8.1 This Agreement Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall commence on the Effective Date and shall continue for the Term as set out in the Order unless and any subsequent renewal term. 10.2 Either until terminated by either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2Clause 8. 10.3 the Company (i) Either party shall be entitled to terminate this Agreement with immediate effect Contract on expiry of the Minimum Term specified in the Order and each subsequent Renewal Term by giving to the other party not less than ninety (90) days’ prior written notice. (ii) Either party shall be entitled to terminate this Contract immediately by giving written notice in writing to the other party if at the other party commits any time during the Term or any renewal term: 10.3.1 the Client material breach of this Contract and fails to make remedy that breach within thirty (30) days of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any payment failure to pay sums due under this Agreement in full Contract within the agreed payment terms shall constitute a material breach of this Contract. 8.2 SOW(s). The SOW(s) shall commence in accordance with Clause 6;4.2 and shall terminate on completion of the Services or in accordance with this Clause 8.2. 10.3.2 (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the Client other party not less than ninety (90) days’ prior written notice, save in respect of any SOW(s) that vary the scope of the Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the other party if the other party commits a any material breach of this AgreementSOW and fails to remedy that breach within thirty (30) days of written notice of that breach, and provided that: (a) the thirty (30) day period only applies where a breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client capable of remedy - if it is subject to a Change incapable of Control Eventremedy, the SOW may be terminated by written notice immediately; and / or 10.3.4 Specific provisions set out in (b) the relevant Service Specifications applyparties agree that any failure to pay sums due under any SOW within the agreed payment terms shall constitute a material breach of the SOW. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 19.1. This Agreement Contract is effective from the Effective Date and shall continue for the Term as set out remain in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreementforce, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and absent earlier termination in accordance with sub-clause 14.1this Section 19., for a term of seven (7) years (the “Initial Term”), and shall automatically extend for a further term of two (2) years (the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled “Renewal Term”), unless either Party gives at least eighteen (18) months’ written notice to terminate this Agreement with immediate effect by notice in writing if the Contract at the end of the Initial Term or at any time during the Term or any renewal term: 10.3.1 Renewal Term. The Parties may mutually agree to extend the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach term of this AgreementContract following the end of the first Renewal Term for further periods of two (2) years, and each such two (2) year period shall be an additional Renewal Term. The Initial Term and any Renewal Term(s) shall constitute the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply“Term”. [***]. 10.4 19.2. Termination of this Agreement Contract shall not [***]. 19.3. If a Party materially breaches any material term or condition of this Contract, the other Party may notify the breaching Party in writing of such breach, setting forth the nature of the breach in reasonable detail. If the breaching Party fails to cure such breach within [***] after the receipt of the foregoing notice from the non-breaching Party, the non-breaching Party may terminate this Contract effective immediately upon a second written notice to the breaching Party. 19.4. Customer may terminate this Contract at its election on [***] written notice to ▇▇▇▇▇▇▇▇▇▇ if the Initial Technology Transfer has finally not been completed by June 30, 2017, subject to any Exit Fees payable under Section 10. for any reason is without prejudice Binding Forecast placed by Customer prior to any rights or obligations that may have accrued to either party as at the date of such termination, provided that (a) this Section 19.4. shall not apply if the failure to complete the Initial Technology Transfer by June 30, 2017 is the result of Customer’s [***] or [***] in [***] necessary for ▇▇▇▇▇▇▇▇▇▇ to [***], and (b) if the Initial Technology Transfer is completed after June 30, 2017, and Customer has not exercised its right to terminate the Contract under this Section 19.4. prior to such completion of the Initial Technology Transfer, Customer shall have [***] under this Section 19.4.

Term and Termination. 10.1 This 9.1. The Agreement shall commence on the first day of the Initial Subscription Period and shall continue for the Term Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as set out they may agree to in writing (the Order and any subsequent renewal term“Renewal Period”). 10.2 Either party 9.2. Maynooth University (acting as agent on behalf of the Members) may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 without cause by notifying the other party commits a breach of any Publisher, in writing, at least sixty days before the end of the provisions of relevant Subscription Year, in which case this Agreement, and: (a) Agreement shall terminate upon the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up expiry of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2applicable Subscription Year. 10.3 9.3. Maynooth University (acting as agent on behalf of the Company shall be entitled to Members) may terminate this Agreement with immediate effect by written notice to the Publisher if the Publisher is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breach within thirty (30) days of receipt of notice in writing of such breach. 9.4. A Member’s participation in this Agreement may be terminated with immediate effect by the Publisher on written notice if at the Member is in material breach of any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due obligation under this Agreement and, in full in accordance with Clause 6; 10.3.2 the Client commits event of a material breach capable of this Agreementbeing remedied, and fails to remedy the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change within thirty (30) days of Control Event; and / or 10.3.4 Specific provisions set out receipt of notice in the relevant Service Specifications applywriting of such breach. 10.4 Termination of 9.5. If a Member’s participation in this Agreement for any reason is without prejudice to any terminated then that Member’s further rights or and obligations that may have accrued to either party as at under this Agreement shall cease upon the effective date of such termination, but such termination: 9.5.1. shall not prejudice any rights or liabilities of any party in connection with that Member which may have arisen on or before the effective date of such termination; and 9.5.2. shall have no effect on the continuation in force of the Agreement. 9.6. Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause 9.4) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 9.6.1. continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 9.6.2. by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 9.6.3. supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or 9.6.4. granting access to the same Licensed Material through one of the e- journals archiving solutions as listed in Schedule 3 – Industry Standards and Related Obligations. 9.6.5. For the avoidance of doubt, access to and use of archival copies shall be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. 9.7. Members are permitted to: 9.7.1. mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.6.1 and 9.6.3; 9.7.2. communicate, make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 9.7.3. make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher in any way to ensure their future preservation and accessibility in accordance with this Agreement; 9.8. In the event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 9.8.1. through the Publisher’s server; or 9.8.2. by supplying such material without charge to Members in accordance with the procedure described in Clause 9.6. 9.9. In the event that the Publisher ceases to publish a part or parts of the Licensed Material (including back issues of a title as part of the Licensed Material), the Publisher will: 9.9.1. maintain a digital archive of such Licensed Material; 9.9.2. make the digital archive available to Members without charge either through the Publisher’s server, via a third party server (including e- journals archiving initiatives as listed in Schedule 3 – Industry Standards and Related Obligations) or by supplying the digital archive to Member without charge in accordance with the procedure described in Clause 9.6. 9.10. The archival copies supplied in accordance with Clauses 9.6.1 to 9.

Term and Termination. 10.1 17.1 This Agreement shall continue for commence on the Term as set out Effective Date and shall remain in the Order and any subsequent renewal termeffect until terminated. 10.2 Either party may by notice in writing terminate this 17.2 This Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, andwill terminate: (a) upon thirty (30) days (ten (10) days in the case of nonpayment) prior written notice if IGS shall be in breach is capable or default of remedy and any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the other party fails to remedy the breach within 30 days end of receipt of a written noticesuch notice period, it cures such breach; (b) the breach immediately if IGS ceases to do business, or otherwise terminates its business operations; (c) immediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not capable of remedydismissed within sixty (60) days); or (cd) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, immediately if IGS is unable to pay its debts as grant RSS the AGP Technology license specified in Section 3.1(a). 17.3 Neither party shall incur any liability whatsoever for any damage, loss or when they fall due expenses of any kind suffered or makes incurred by the other (or for any composition compensation to the other) arising from or arrangement incident to any termination of this Agreement by such party which complies with its creditorsthe terms of the Agreement whether or not such party is aware of any such damage, goes into liquidation loss or if any order is made or a resolution is passed expenses. 17.4 Upon termination of this Agreement by either party: (i) all rights and licenses granted hereunder shall immediately terminate, except that licenses to end user customers for the winding up use of the other party (except for the purpose of a solvent amalgamation or reconstruction)RSS Software, or if it ceases or prepares Documentation, IGS Chip and IGS Software pursuant to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and this Agreement shall continue in accordance with sub-clause 14.1the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all *** Technology and all materials relating to *** Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement, all rights to payment (including, without limitation, milestone payments and royalties) and the Parties are not able to rescue following provisions shall survive the termination of this Agreement pursuant to sub-clause 14.2Agreement: Sections 4, 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive. 10.3 17.5 Termination is not the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due sole remedy under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreementand, and the breach whether or not termination is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyeffected, all other remedies will remain available. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 14.1 This Agreement shall become effective on the date hereof and, unless earlier terminated in accordance with this Section, shall continue in effect for an initial term of three (3) years from the Term as set out in the Order and any subsequent renewal termdate of Commercial Launch. 10.2 14.2 Either party may by notice in writing terminate this Agreement with immediate effect if:for any reason, at any time after the first anniversary of the Commercial Launch, upon ninety (90) days prior written notice given after the first anniversary of Commercial Launch. In addition, Biogen shall have the right to terminate this Agreement immediately in the event the FDA rejects the PLA/ELA filing, or if Biogen withdraws its PLA/ELA filing. 10.2.1 14.3 Either party may terminate this Agreement (i) for a material breach by the other party commits a upon thirty (30) days' prior written notice unless the breaching party cures the breach within such thirty (30) day period or (ii) in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the other party, or the appointment with or without the other parties' consent of a receiver for such party. 14.4 Upon receipt or delivery of a termination notice by Nova Factor or ninety (90) days prior to expiration of this Agreement at the end of the provisions term, as applicable, the parties shall begin to transition distribution of Product for Nova Factor's customers to a party to be designated by Biogen. Transition of distribution under this Section 14.4 shall mean the following: (i) Biogen shall as soon as possible begin referring Nova Factor customers who contact Biogen's customer service department to the designated distributor. (ii) At Biogen's request, Nova Factor shall provide notice to all of Nova Factor's customers of the change in distributors. (iii) Nova Factor shall complete any reimbursement clearances and Product shipments then underway, but otherwise shall refer customers to the designated distributor. (iv) Nova Factor shall transfer a copy of the Database and customer information, including prescription files, to the designated distributor, provided that if applicable patient confidentiality laws prohibit transfer of the customers' name to the designated distributor, Nova Factor shall transfer the Database and customer information using customer numbers instead of names. (v) Nova Factor's obligation to order additional Product when its inventory falls to a one-week supply shall cease and Biogen shall repurchase any Product held in inventory by Nova Factor on the date of termination at the price paid for the Product by Nova Factor. After receipt of the termination notice and during the period thereafter ending six months after termination, Nova Factor shall use reasonable efforts to cooperate with Biogen in ensuring the smooth transition of the services provided by Nova Factor under this Agreement to the distributor designated by Biogen, provided that after termination of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvencyBiogen shall reimburse Nova Factor for its reasonable out-of-pocket, is unable to pay its debts as or when they fall due or makes any composition or arrangement non- personnel-related expenses associated with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2such cooperation. 10.3 the Company 14.5 Sections 9, 10, 11, 14.4, 15, 16, 17, and 22.7 shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term survive termination or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach expiration of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 11.1 This Agreement shall commence on the date hereof and shall continue in effect for three (3) years (hereinafter referred to as the Term as set out in "Initial Term") and may be renewed thereafter upon mutual agreement between the Order and any subsequent renewal termparties; provided, however, that either party may terminate this Agreement by giving the other party at least ninety (90) days prior written notice of termination. 10.2 11.2 Either party may by terminate this Agreement upon the giving of prior written notice to the other party if the other party (a) has not fully complied, in writing all material respects, with the terms and conditions hereof and (b) fails to cure any such material noncompliance within forty-five (45) days after receipt of such notice; in such event, this Agreement shall terminate effective on the later of (a) the expiration of such forty-five (45) day period or (b) the date specified in the written notice from the terminating party. In addition, either party may terminate this Agreement with immediate effect if: 10.2.1 upon giving written notice to the other party commits in the event of insolvency, assignment for the benefit of creditors, or bankruptcy proceedings by or against the other party. In the event of termination by Buyer pursuant to this Section 11.2 as a result of material breach by Geneva, and subject to the provisions of Section 4.4, Geneva shall use honor any purchase order accepted prior to the date notice of termination is given. In the event of termination by Geneva pursuant to this Section 11.2 as a result of Buyer's material breach, Buyer acknowledges and agrees that Geneva shall be entitled to cancel any purchase order accepted prior to the date notice of termination is given, and shall not be obligated to ship any Product ordered by Buyer pursuant to such purchase order. 11.3 The termination of this Agreement shall not release Buyer from the obligation to pay any sum that may be owing to Geneva (whether then or thereafter due to Geneva) or operate to discharge any liability that had been incurred by either party prior to any such termination. 11.4 During the period between the giving of any notice of termination of this Agreement pursuant to this Section 11 and the provisions effective date of termination, all Product shall be delivered to Buyer solely on a C.O.D. basis. 11.5 Notwithstanding any termination of this Agreement, and: (a) the breach is capable provisions of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstructionSection 3.6(b), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and Articles 5,6,7,8 and 10 shall remain in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2effect. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 (I) This Agreement is valid from December 3, 2015 to January 2, 2017. If neither party has terminated this Agreement within one month prior to the expiry of this Agreement, this Agreement shall continue be automatically renewed for the Term as set out in the Order and any subsequent renewal termone year. 10.2 Either (II) The non-defaulting party may by notice in writing shall terminate this Agreement with immediate effect ifimmediately after having notified defaulting party in any of the following circumstances: 10.2.1 1. If a party fails to comply with the agreement and has not corrected it after receiving the written notice from the other party. 2. A party commits a breach of any of seriously breaches the provisions of this AgreementAgreement during the term of the agreement, and:which resultsin the aim of this Agreement not being achieved. (a) the breach is capable of remedy 3. A party has caused losses including but not limited including reputation loss, and actual economic losses to the other party because of risk events such as user’s complaints, and disputes arising from the breach of this Agreement. (III) In the following circumstances, Party B shall have the right to send Party A a notice of rectification or a warning letter and take the necessarily restrictive measures, and if Party A fails to remedy meet the breach rectification requirements of Party B within 30 days the period of receipt of a written rectification notice; (b) , Party B shall have the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled right to terminate this Agreement with immediate effect by notice in writing if at any time during immediately after sending Party A a written Notice of the Term or any renewal termTermination of the Contract claiming the compensation for its loss due to following circumstance, and Party A shall not require Party B to refund the paid service charge: 10.3.1 1. Party A’s website is suspected for illegal activities (including but not limited to: illegal fund-raising, illegal absorption of public deposits and other illegal acts, dishonest operation, fraud, theft of user’s funds, warning or suspending of business or punishment of the Client fails judiciary, or the financial regulatory authorities); 2. A significant risk was found in Party A’s transaction through site or website inspection, or the judgment of Party B’s risk control system and Party A failed to make any payment due under this Agreement comply with Party B; 3. In the course of the use of the account, the risk event appears to Party A, including but not limited to: Party B’s adverse effects or financial losses because of Party A’s user complaints, abnormal circumstances in full the running of the website, overdue repayment which impacts Party A’s normal operation or causes Party B’s losses of reputation or funds, unable withdrawal, running point to point not in accordance with Clause 6Party A’s user, a large number of offline account regulation without reasonable reasons; 10.3.2 the Client commits a breach of this Agreement, 4. Party A's business qualification has been changed significantly and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination purpose of this Agreement for any reason is without prejudice has not been abided by. (IV) In order to any rights protect the fund security of Party A’s user, Party B shall have the right to start a risk relief mechanism (including but not limited to freezing the funds of problem account, limiting the account function or obligations that may have accrued transferring the user’s funds directly to either party as the user’s binding bank card) at the date same time as sending the written notice of termination of the contract should Party B find a risk for Party A’s related behaviors in the course of rectification. (V) If the contract is terminated or canceled, one party shall send a Notice of Termination of Contract to the other, and both parties shall negotiate the termination terms such terminationas the closing time of the account system. Both parties shall carry out the liquidation of the account funds, and Party A shall inform its user to accomplish the withdrawal in the liquidation time confirmed by both parties. If Party A's user fails to withdraw within the liquidation time, Party A shall inform its user to log in Party B’s official website (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) for the withdrawal of surplus funds. (VI) If the terms and the period of validity of this Agreement are in conflict with or covered by any similar agreement previously signed by Party A and Party B, this Agreement shall prevail.

Term and Termination. 10.1 This Agreement shall continue is valid for an initial period of five (5) years from the Term as set out in Effective Date. After the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate initial period this Agreement with immediate effect if: 10.2.1 the other party commits a breach will renew annually for one (1) year terms unless Customer provides ninety (90) days prior notice of any of the provisions of its intent not to renew. Should Customer fail to pay may sum due and payable under this Agreement, and: MPOWER shall notify Customer in writing of such failure to pay. Customer shall then have thirty (a30) days from the delivery of MPOWER's written notice to pay such amount(s). The foregoing sentence in no way relieves Customer from its obligation to pay any and all late charges which may become due as set forth in Section VI below. If payment is not made within such thirty (30) days, MPOWER shall have the immediate right to discontinue any and all services under this Agreement. Furthermore, if payment is not made within sixty (60) days from the delivery of MPOWER's written notice, MPOWER shall have the immediate right to terminate this Agreement. Should either party commit a material breach is capable of remedy its obligations under this Agreement, other than failing to pay money, the non-breaching party may notify the breaching party in writing, setting out the breach, and the other breaching party shall have thirty (30) days to remedy such breach. If the breaching party fails to remedy the breach during this thirty (30) day period, or, with respect to those breaches which cannot reasonably be remedied within 30 days of receipt of a written notice; thirty (b30) days, if the breaching party fails to proceed promptly after being given such notice to commence remedying the breach is not capable of remedy; or (c) and thereafter to proceed to remedy the breach is a material breach; 10.2.2 same, the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for shall have the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled right to terminate this Agreement with immediate effect by Agreement, provided such party gives the breaching party thirty (30) days' prior written notice in writing if at any time during to that effect. Notwithstanding the Term or any renewal term: 10.3.1 foregoing, either party shall have the Client fails fight to make any payment due under immediately terminate this Agreement in full in accordance with Clause 6; 10.3.2 upon any breach by the Client commits a breach other of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 its obligations under Section II above. Termination of this Agreement for any reason is shall be without prejudice to any all accrued rights or obligations that and remedies either party may have accrued and shall not affect any continuing rights and obligations of the parties under this Agreement. Upon the termination of this Agreement and/or any Attachment to either party as at this Agreement, Customer shall return to MPOWER all Proprietary Information regarding the date MPOWER Product whose license is being terminated, within sixty (60) days after such termination and MPOWER shall return to Customer any proprietary information obtained in the performance of this Agreement within sixty (60) days after such termination.

Term and Termination. 10.1 15.1 This Agreement shall continue enter into force and effect on the Effective Date and shall remain in full force and effect for the Term period set forth in the Proposal and/or Partner Order Form (as applicable) unless earlier terminated as set out forth herein (the “Initial Term”). Following such Initial Term, the Agreement shall be automatically renewed for successive one (1) year terms unless otherwise specified in the Proposal or Partner Order Form or terminated earlier as set forth herein and/or unless either Party provides the other Party with at least sixty (60) days' prior written notice of non-renewal (each a “Renewal Term” and any subsequent renewal termtogether with the Initial Term, the “Term"). 10.2 15.2 Either party Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: upon written notice if (a) the other Party materially breaches this Agreement and such breach is capable of remedy and the other party fails to remedy the breach within 30 remains uncured thirty (30) days of receipt of a after having received written notice; notice thereof; or (b) the breach a receiver is not capable of remedy; or (c) the breach is a material breach; 10.2.2 appointed for the other party is subject to an act Party, if the other Party makes a general assignment for the benefit of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if the other Party commences proceedings under any order is made bankruptcy or a resolution is passed for insolvency law. 15.3 Upon termination or expiration of this Agreement: (i) the winding up Software license granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use thereof; (ii) Customer shall immediately delete and dispose of all copies of the other party (except for the purpose of a solvent amalgamation Documentation in Customer’s or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assetsrepresentatives’ possession or control; or 10.2.3 and (iii) any sums paid by Customer to Company prior to the continued performance thereof is prevented by reason date of a Force Majeure Event termination are non- refundable, and all outstanding fees and other charges that accrued as defined (of termination, shall become immediately due and in accordance with sub-clause 14.1) and the Parties are not able to rescue payable. The provisions of this Agreement pursuant to sub-clause 14.2. 10.3 and any Order that, by their nature and content, must survive the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under termination of this Agreement in full in accordance with Clause 6; 10.3.2 order to achieve the Client commits a breach fundamental purposes of this Agreement shall so survive, including but not limited to Sections 11 and13 hereof. The termination of this Agreement shall not limit Company from pursuing any other remedies available to it under applicable law. If applicable, Customer shall be responsible for downloading its Customer Data prior to termination of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 12.1 This Agreement shall continue for commence on the Term as set out Effective Date and will remain in effect through February 28, 2027 (the Order and any subsequent renewal term“Term”). 10.2 Either party 12.2 Customer may by notice in writing terminate this Agreement with immediate effect if:upon not less than ninety (90) days prior written notice to Operating Partner for any reason or no reason. 10.2.1 12.3 Either Party may terminate this Agreement upon written notice to the other party commits a breach of Party if such other Party breaches any of the provisions material term or condition of this Agreement, and: (a) the breach is capable of remedy Agreement and the other party fails to remedy the breach within 30 sixty (60) days of receipt (or ten (10) business days in the case of a failure to make payment in accordance with the terms of this Agreement subject to Section 3.3) after being given written notice; notice thereof (b) the breach a “Material Default). If this Agreement is not capable of remedy; or (c) the breach is terminated by either Party for a material breach; 10.2.2 Material Default by the other party is subject Party, then such non-defaulting Party shall have all rights at law or in equity with respect to an act such Material Default and termination. Any termination of insolvencythis Agreement for a Material Default of this Agreement by Operating Partner shall be a default under any other credit agreement, is unable to pay its debts as loan agreement or when they fall due other similar agreement between Operating Partner and Customer or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assetsaffiliates. 12.4 Following the expiration or termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to (i) the prompt possession of all Customer Mining Equipment or (ii) leave and abandon the Customer Mining Equipment at the Premises. Upon expiration or termination of this Agreement, Customer shall have the right but not the obligation to arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue provided, however, that if Customer terminates this Agreement pursuant to sub-clause 14.2. 10.3 Section 12.3 and elects to remove the Company Customer Mining Equipment then Customer shall be entitled reimbursed by Operating Partner for the reasonable cost of removing and relocating the Customer Mining Equipment from the Premises. Operating Partner shall make such reimbursement to terminate this Agreement with immediate effect by notice in writing if Customer within thirty (30) days after such removal. If Customer elects to remove the Customer Mining Equipment from the Premises at any time during the Term expiration or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach earlier termination of this Agreement, and the breach is Customer shall have a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change period of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. Any Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer. 12.5 If this Agreement is terminated or expires for any reason, Operating Partner shall provide Customer with timely supervised access to any Premises in which Operating Partner is hosting the Customer Mining Equipment and reasonably assist Customer to remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Operating Partner may store, use, or install the Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the Premises as to give rise to a similar interest to Operating Partner under applicable real estate law. Operating Partner shall not grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of the Customer Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Operating Partner shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Operating Partner, such as bankruptcy or other insolvency proceedings. Operating Partner shall promptly notify Customer if any such written claim or written notice related to the Customer Mining Equipment is received by Operating Partner.

Term and Termination. 10.1 This Agreement shall continue for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) This Agreement will be for a term of 1 year from the breach is capable date hereof; provided however, that this Agreement will be extended for successive one (1) year periods unless either party, by written notice to the other, shall give at least 180 days prior notice of remedy its intention to terminate the Agreement at the end of the current contract year, in which case there shall be no automatic extension. Termination in accordance with this paragraph will be without penalty to either party. Both parties will remain responsible for their respective obligations with regard to actions, events, and services received or rendered prior to the other party fails to remedy the breach within 30 days of receipt of a written notice;date such termination becomes effective. (b) Either party shall have the breach is not capable right to immediately terminate this Agreement by giving the other written notice if (i) a person owning more than 50% of remedythe voting shares of the other party ceases to own more than 50% of the voting shares of the other party; or(ii) the other party shall be wound up, go into liquidation, or for any other reason shall cease or threaten to cease to carry on its business or shall transfer its business; (iii) a decree or order by a court or governmental agency or authority shall be entered for the appointment of a conservator, receiver or liquidator for the other party in an insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or the other party shall consent to such appointment. Termination under this subparagraph shall be effective 270 days after Customer’s written notice to Service Provider, and upon 270 days after Service Provider’s written notice to Customer. (c) If either party materially breaches the breach is a material breach; 10.2.2 terms or duties imposed upon it by this Agreement, the non-breaching party may, at its option, give the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up at least thirty (30) days written notice of the other breach. The notice shall specify the nature of the breach. If, at the end of the notice period, the breaching party (except for has not remedied the purpose breach then the Agreement may be terminated by the non-breaching party by notice given within 90 days after the expiration of the notice period specifying a solvent amalgamation or reconstruction)termination date satisfactory to the non-breaching party, or if it ceases or prepares to cease tradingprovided however, or if it suffers that any termination under this paragraph shall not prejudice the appointment rights of a receiver, administrative receiver, administrator or similar officer over either party against the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2other. 10.3 (d) In the Company shall be entitled to terminate this Agreement with immediate effect by event that any notice in writing if at any period or time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause period for termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for under any reason is without prejudice to subparagraph of this Paragraph 5 shall extend beyond the termination date or any rights or obligations that may have accrued to either party as at subsequent termination date described in Paragraph 5 (a), the termination date of such terminationthis Agreement will be the later of the respective dates.

Term and Termination. 10.1 This 15.1 The term of this Agreement shall commence on the Effective Date and shall continue for the Term term of the last to expire of the UW's intellectual property right controlling Licensed Products, unless sooner terminated as set out forth in the Order and any subsequent renewal termthis Agreement. 10.2 Either 15.2 In the event of any material breach of this Agreement by either party may by notice in writing (other than any breach of Company's obligations under Paragraphs 10.2, 10.3, or 10.4), then the other party shall be entitled to terminate this Agreement with immediate effect if: 10.2.1 by giving the other breaching party commits a breach written notice of any of the provisions of this Agreementsuch termination, andprovided that: (a) the breach is capable of remedy and terminating party has given the other party fails written notice of such breach and its intent to remedy terminate this Agreement if the breach is not cured within 30 thirty (30) days after the date of receipt of a written notice;such notice or such later date as may be specified by the terminating party; and (b) the breach is not capable of remedycured within the cure period specified in the terminating party's notice and (a) above or, if the breach cannot reasonably be cured within such cure period, the party in breach commences to cure the breach within such cure period and thereafter diligently pursues the same to completion; orand (c) the breach notice of termination is a material breach; 10.2.2 the other party is subject given prior to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up completion of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2cure. 10.3 the 15.3 Company shall be entitled have a right to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term:license granted herein, with or without cause, upon ninety (90) days' prior written notice to UW. 10.3.1 15.4 Except as otherwise provided in Paragraph 10.5, the Client fails to make any payment due provisions under which this Agreement or any licenses, options, or obligations may be terminated or suspended shall be in full in accordance with Clause 6; 10.3.2 addition to any and all other legal remedies which either party may have for the Client commits a breach enforcement of this Agreementany and all terms hereof, and the breach is a minor breach which individually would do not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyany way limit any other legal remedy such party may have. 10.4 15.5 Termination of this Agreement for any reason is without prejudice shall terminate all rights and licenses granted to Company relating to Licensed Products. Further, in such event, Company shall assign to UW and/or to any rights of the Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or obligations that service mark, ▇▇eviously assigned or transferred to Company by UW and/or Developers. Company may have accrued to either party as at with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of such termination of this Agreement. 15.6 Termination of any license granted herein shall terminate all rights granted by UW to Company under this Agreement relating to Licensed Products except that Company may fulfill any outstanding order for the Licensed Products, and distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination of license. 15.7 Termination by UW or Company under the options set forth in this Agreement shall not relieve Company from any financial obligation to UW accruing prior to or after termination or from performing according to any and all other provisions of this Agreement expressly agreed to survive termination.

Term and Termination. 10.1 This The initial term of this Agreement shall commence on the Effective Date and shall continue until the date that is three (3) years from the Effective Date unless earlier terminated pursuant to the terms hereof. Thereafter, the Agreement shall automatically renew for additional one (1) year renewal terms unless either Party provides notice of non-renewal at least ninety (90) days prior to the Term as set out in the Order and any subsequent renewal term. 10.2 beginning of a Renewal Term. Either party Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 upon thirty (30) calendar days prior written notice to the other party commits a breach of Party if the other Party breaches or violates any of its material obligations set forth in this Agreement, and fails to cure such breach or violation within thirty (30) calendar days after receiving written notice of such breach or violation from the provisions other Party. Further, after December 31, 2014, either Party may terminate this Agreement by giving the other Party thirty (30) days notice. Upon termination of this Agreement, and: (a) DR shall cease referring business to the breach is capable Company, each Party shall cease referring to itself as a referrer of remedy and potential clients to the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvencyParty, is unable to pay its debts as and each Party shall promptly return or when they fall due or makes destroy any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for Party’s Confidential Information or other materials provided by the purpose other Party in its possession or control. Notwithstanding such termination, the Included Clients Referral Fee and any Company Referral Fees earned through the satisfaction of a solvent amalgamation or reconstruction), or if it ceases or prepares the conditions set forth in Section 2 hereof prior to cease trading, or if it suffers the appointment effective date of a receiver, administrative receiver, administrator or similar officer over such termination shall continue to be due and payable in accordance with the whole or part terms of this Agreement. In the event that Company terminates the Agreement due to an uncured breach by DR of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and material obligations set forth in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 Agreement, the Company shall be entitled have no obligation to terminate this Agreement with immediate effect by notice in writing if at pay DR any time during portion of the Term or any renewal term: 10.3.1 the Client fails to make any payment Included Clients Referral Fee not due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach as of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination. The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after such termination, shall survive the termination of this Agreement.

Term and Termination. 10.1 10.1. This agreement shall commence as of the Effective Date and continue for a minimum period of twelve (12) months, (“Initial Term”). If agreed to by both parties, this Agreement shall continue be extended for the Term as set out in the Order and any subsequent renewal termfollowing one (1) twelve (12) month periods. 10.2 10.2. This agreement may be terminated at any time by written agreement of the parties. 10.3. If either party breaches a material provision of these Agreement and the breach is not cured within 30 days after receipt of written notice from the other party specifying the nature of the breach or if a plan is not in place to expeditiously cure such breach, the non” breaching party may terminate this Agreement by written notice to the party in breach (10.4) Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by written notice upon the other party commits a breach occurrence of any of the provisions following events, unless such event is eliminated or cured within 60 days of this Agreement, andnotice thereof: (a) the breach is capable of remedy and filing by the other party fails to remedy the breach within 30 days of receipt of a written notice;petition in bankruptcy or insolvency; or (b) any adjudication that the breach other party is not capable of remedybankrupt or insolvent; or (c) the breach is a material breach; 10.2.2 filing by the other party is subject to an act of insolvencyany petition or answer seeking reorganization, is unable to pay its debts as or when they fall due or makes any composition readjustment, or arrangement with its of the business under any law relating to bankruptcy or insolvency; or (d) the appointment of a receiver for all or substantially all of the property of other party; or (e) the making by the other party of any assignment or attempted assignment of the benefit of creditors, goes into ; or (f) the institution of any proceedings for the liquidation or if any order is made or a resolution is passed for the winding up of the other party (except business or for the purpose termination of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment corporate charter of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2other party. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 10.4. Termination of this Agreement for any reason is without prejudice to shall not affect the survival of any rights or obligations that may have accrued hereunder which by their nature are to either party as survive and be effective following termination of the Agreement. After sixty (60) days following termination, remainders of inventory dollars which are reasonably in Seller’s possession due to the uniqueness of the Customer’s product shall be inventoried, boxed, and billed to the Customer at seller’s cost plus 10%. excluding material consigned by the Customer, which shall be managed by the Supplier at a flat handling charge at the date rate of such termination$30 per hour, the Customer may request that components may be used in the manufacture of alternate the Customer’s products which the Customer agrees to purchase in accordance with the other terms of this Agreement.

Term and Termination. 10.1 15.1 This Agreement shall continue for will begin on the Term as set out Commencement Date and, unless terminated earlier in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement accordance with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, andcontinue for the period set forth the Commercial Summary. 15.2 The Supplier may terminate this Agreement and/or any Statement of Work at any time by giving notice in writing to the Customer if: (a) the Customer or any User commits a material breach of this Agreement and such breach is capable not remedied within ten (10) business days’ or if the material breach is incapable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written noticebeing remedied; (b) the breach Customer has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within thirty (30) calendar days after the Customer has received notification that the payment is not capable of remedyoverdue; or (c) any consent, licence or authorisation held by the breach Customer is revoked or modified such that it is no longer able to comply with its obligations under this Agreement, any Statement of Work, or access and use the SaaS. 15.3 The Customer may terminate this Agreement if Supplier commits a material breach;breach of this Agreement which is not remedied within thirty (30) calendar days of receiving written notice of such breach from Customer. 10.2.2 15.4 Either party may terminate this Agreement at any time by giving notice in writing to the other party is subject if that other party: (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to an act of insolvency, do so; (b) is unable to pay its debts as they become due; (c) becomes the subject of a formal insolvency arrangement recognised by applicable law; (d) has a receiver, manager, administrator or when they fall due administrative receiver appointed over all or makes any composition part of its undertaking, assets or arrangement with income; (e) has a resolution passed for its creditorswinding up; (f) has a petition presented to any court for its winding up or an application is made for an administration order, goes into liquidation or if any winding-up or administration order is made or a resolution against it; (g) is passed subject to any procedure for the winding up taking control of its goods that is not withdrawn or discharged within fourteen (14) calendar days of that procedure being commenced; (h) has a freezing order made against it; (i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; (j) is subject to any events or circumstances analogous to those in Sections 15.3 (a) to 15.3 (j) in any jurisdiction; (k) takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the other events or procedures described in Sections 15.3 (a) to 15.3 (k) including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process. 15.5 The right of a party (except to terminate the Agreement pursuant to Section 15.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement. 15.6 If a solvent amalgamation or reconstruction)party becomes aware that any event has occurred, or if it ceases or prepares to cease tradingcircumstances exist, or if it suffers which may entitle the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled other party to terminate this Agreement with immediate effect by notice under this Section 15, it shall immediately notify the other party in writing if writing. 15.7 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time during the Term or any renewal term: 10.3.1 the Client fails up to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term as set out in and, thereafter, this agreement shall be automatically renewed for successive periods defined by the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect ifRenewal Period, unless: 10.2.1 (a) either party cancels the other party commits a breach of any of Subscription; or (b) otherwise terminated in accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 14.2 Without affecting any other right or remedy available to it, andeither party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the breach is capable of remedy and the other party fails to remedy pay any amount due under this agreement on the breach within 30 due date for payment and remains in default not less than 5 days of receipt of a written noticeafter being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is not capable irremediable or (if such breach is remediable) fails to remedy that breach within a period of remedy; or30 days after being notified in writing to do so; (c) the breach other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is a material breachinconsistent with it having the intention or ability to give effect to the terms of this agreement. 14.3 Scienap or the Customer may terminate this agreement at any time for any reason. Scienap must provide at least 30 days notice if the Customer is not in default. The Customer does not need to provide any notice and will be refunded if applicable in accordance with clause 14.4. This refund is unconditional. 14.4 On termination of this agreement for any reason: (a) all licences granted by Scienap under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 10.2.2 (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party is subject to an act party; (c) Scienap may destroy or otherwise dispose of insolvencyany of the Customer Data in its possession in accordance with clause (b), is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditorsunless Scienap receives, goes into liquidation or if any order is made or no later than ten days after the date of termination of this agreement, a resolution is passed written request for the winding delivery to the Customer of the then most recent back-up of the other party (except for Customer Data held by Scienap. Scienap shall use reasonable commercial endeavours to deliver the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares back-up to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any Customer within 30 days of its assets; or 10.2.3 receipt of such a written request, provided that the continued performance thereof is prevented by reason of a Force Majeure Event as defined Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (and in accordance with sub-clause 14.1) and the Parties are whether or not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination). The Customer shall pay all reasonable expenses incurred by Scienap in returning or disposing of Customer Data if termination is due to the Customer; (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; (e) the Customer shall immediately pay to Scienap all sums outstanding under this agreement; and (f) Scienap will refund any unused Subscription Fees to the Customer. An administration fee may be charged by Scienap for termination. This fee will not exceed £30+VAT or 30 days Subscription Fees, whichever is the lower.

Term and Termination. 10.1 This 3.1. The Agreement shall continue for has the Term term as set out agreed in the Order Offer and will automatically be renewed by successive periods of twelve (12) months, unless agreed otherwise in the Offer and subject to any subsequent renewal limitations under statutory law. Either Party may terminate the Agreement against the end of a contractual term, subject to a notice period of two (2) months. Notice of termination must be in writing. 10.2 Either party may 3.2. In case of a material breach of the Agreement by notice in writing the Customer, Zivver is entitled to terminate this Agreement and/or terminate access to or provision of the Service upon written notice, if the matters set forth in a breach notice are not cured to Zivver’s reasonable satisfaction within a thirty (30) day period. The consequences of termination do not give the Customer any right to compensation. 3.3. Without affecting any other right or remedy available to it, this Agreement may be terminated agreement with immediate effect if: 10.2.1 upon written notice to the other party commits a breach of any of the provisions of this Agreement, andparty: (a) the breach is capable of remedy and the other party by ▇▇▇▇▇▇, if Customer fails to remedy the breach within 30 pay any amount when due hereunder and such failure continues for thirty (30) days of after ▇▇▇▇▇▇▇▇’s receipt of a written notice;notice of nonpayment; or (b) by either party, if the breach other party (i) becomes insolvent, (ii) is not capable generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of remedyits creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business; 3.4. After termination of the Agreement, the Customer has the opportunity to download any data (from its End Users) still present on Zivver's systems within a period of sixty (60) days. The Customer itself is responsible for promptly downloading such data. 3.5. If this Agreement is terminated for any reason: (a) Customer will pay to Zivver any fees, reimbursable expenses, compensation, or other amounts that have accrued prior to the effective date of the termination; or(b) any and all liabilities accrued prior to the effective date of the termination will survive and will be immediately due and payable; and (c) Customer will provide Zivver with a written certification signed by an authorized Customer representative certifying that all use by Customer of the Services and related documentation has been discontinued. 3.6. Upon termination of the Agreement, any Section that is intended by its nature to survive expiry or termination shall so survive. The following Sections shall in any event remain in full force and effect: (a) Section 8 - Indemnity (b) Section 9 - Limitation of Liability (c) the breach is a material breachSection 12 - Intellectual Property and Right of Use; 10.2.2 the other party is subject to an act (d) Section 13 - Confidentiality; and (e) Section 14.9 and 14.10 - Governing Law and Choice of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.Forum

Term and Termination. 10.1 This 20.1. The Subscription Agreement (including these Terms) shall become effective on the date specified in your Order and shall remain in effect for the initial term set forth therein ("Initial Term"). Following the Initial Term, and subject to continued payment of fees by Customer as specified in the Order, the Subscription Agreement shall continue renew automatically on the same terms and conditions for equivalent, successive Renewal Terms, unless either party provides the other a written notice of its intention not to renew at least 90 days prior to the end of the then applicable term (the Initial Term and each Renewal Terms shall collectively be referred to as set out in the Order and any subsequent renewal term"Term"). 10.2 Either 20.2. Notwithstanding the foregoing, (A) Playermaker may terminate the Subscription Agreement (including these Terms) upon 60 days prior written notice to you; and/or (B) either party may immediately terminate the Subscription Agreement (including these Terms), by written notice in writing terminate this Agreement with immediate effect if: 10.2.1 to the other party: (i) if the other party commits a breach of has breached the Subscription Agreement (or any of the provisions of this Agreement, and: (apart thereof) the breach is capable of remedy and the other party fails failed to remedy the cure such breach within 30 days of from receipt of a written notice; notice thereof; or (bii) if such party becomes insolvent or makes any assignment for the breach benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not capable dismissed within 60 days of remedy; or (c) the breach is such filing, or has a trustee, administrator or receiver appointed for a material breach; 10.2.2 portion of its business or assets. A party that becomes subject to any of the events described in clause (ii) shall immediately notify the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up in writing. 20.3. Upon termination of the other party (except for the purpose of a solvent amalgamation or reconstruction)Subscription Agreement, or if it ceases or prepares you shall, and shall cause your Permitted Users, to cease tradingall access to and use of the Services. 20.4. Upon termination of the Subscription Agreement for any reason, you will cease to have access to any Reports or if it suffers other content and data stored in or offered via the appointment Services, whether provided by you or generated as a result of a receiver, administrative receiver, administrator the Services ("Materials"). Playermaker reserves the right to permanently delete any Materials or similar officer over the whole other content that may be contained in your Customer Account or part of in any of its assets; or 10.2.3 the continued performance thereof is prevented by reason User Accounts of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if your Permitted Users, at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreementfollowing termination, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject you agree to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applywaive any legal or equitable rights or remedies you may have against Playermaker with respect to such Materials or other content that have been deleted. 10.4 Termination 20.5. This Section 20.5 and Sections 7 ("Restrictions and Usage Rules"), 11 ("Proprietary Rights"), 13 ("Confidentiality"), 14 ("Privacy"), 16 ("Warranty"), 17 ("Limitation of this Agreement for any reason is without prejudice Liability"), 18 ("Indemnification"), and 21 ("Assignment") to any rights or obligations that may have accrued to either party as at 24 ("General") shall survive termination of the date of such terminationSubscription Agreement.

Term and Termination. 10.1 ‌ 15.1 This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the a period of 12 months (the "Initial Subscription Term") unless terminated earlier in accordance with its terms. Upon expiry of the Initial Subscription Term, this Agreement shall be automatically renewed for successive terms of 12 months (each a "Renewal Period"), unless:‌ (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term as set out or any Renewal Period, in which case this Agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent renewal termRenewal Periods shall constitute the "Subscription Term". 10.2 Either party 15.2 Without affecting any other right or remedy available to it, the Supplier may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by giving written notice to the other party commits a breach of any of the provisions of this Agreement, andif: (a) the breach is capable of remedy and the other party Customer fails to remedy pay any amount due under this Agreement on the breach within due date for payment and remains in default not less than 30 days of receipt of a written noticeafter being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this Agreement which breach is not capable irremediable or (if such breach is remediable) fails to remedy that breach within a period of remedy30 days after being notified in writing to do so; or (c) the breach Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is a material breach;inconsistent with it having the intention or ability to give effect to the terms of this Agreement. 10.2.2 15.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party is subject if: (a) the other party suspends, or threatens to an act suspend, payment of insolvency, its debts or is unable to pay its debts as or when they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency ▇▇▇ ▇▇▇▇;‌ (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any composition compromise or arrangement with its creditorscreditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (c) a petition is filed, goes into liquidation or if any order a notice is made or given, a resolution is passed passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;‌ (except for g) a creditor or encumbrancer of the purpose of a solvent amalgamation other party attaches or reconstruction)takes possession of, or if it ceases a distress, execution, sequestration or prepares to cease tradingother such process is levied or enforced on or sued against, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of its assetsthe events mentioned in clause 15.3(a) to clause 15.3(f) (inclusive); or 10.2.3 (i) the continued performance thereof is prevented by reason other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2its business. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause 15.4 On termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice reason: (a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services; (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy, delete or otherwise dispose of any rights of the Customer Data in its possession, unless the Supplier receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or obligations that may have accrued to either party as not due at the date of such termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 10.1 This Agreement shall continue for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 thirty (30) days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the The Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The the Client is subject to a Change of Control Event; and / or 10.3.4 Specific specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This 11.1 The initial term of this Agreement shall will commence on the Effective Date and will continue thereafter for the Term period as set out in the Order Form (“Initial Term”) unless terminated earlier by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services or Customer in accordance with the terms of this Agreement. This Agreement will automatically renew for additional one (1) year periods (unless separately identified in the Order Form, in which case such other period of the length specified in the applicable Order Form) shall apply (each being a “Renewal Term” and, collectively, with the Initial Term, the “Term”) unless either party provides the other party with ninety (90) dayswritten notice prior to the conclusion of the Initial Term or the Renewal Term, as applicable. All terms and conditions hereof shall remain in effect during any subsequent renewal termRenewal Term, except as the parties otherwise expressly agree in writing. 10.2 Either party 11.2 Without prejudice to any other rights or remedies that the Parties may by notice in writing have, the Customer may terminate this Agreement with immediate effect if: 10.2.1 the other party without liability to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services immediately on giving written notice to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services commits a material breach of any of the provisions terms of this AgreementAgreement and, andif such a breach is remediable, fails to remedy that breach within thirty (30) days of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services's being notified in writing of the breach. 11.3 Without prejudice to any other rights or remedies that the Parties may have, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may immediately suspend the provision of the Services and/or terminate this Agreement or any part of this Agreement without liability to the Customer immediately on giving written notice to the Customer if: (a) the breach is capable of remedy and the other party Customer fails to remedy pay any amount due under this Agreement on the breach within 30 due date for payment and remains in default not less than thirty (30) days of receipt of a written notice;after being notified in writing to make such payment; or (b) the Customer commits a material breach of any of the terms of this Agreement and (if such a breach is not capable remediable) fails to remedy that breach within fourteen (14) days of remedythe Customer being notified in writing of the breach; or (c) the breach Customer notifies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services that it does not accept any variation in the Fees pursuant to condition 6; or (d) instructed to do so by the Acquirer or a Network; or (e) if a tri--party agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services, the Customer and the Acquirer, including the DNAP Agreement, is a material breach;terminated for any reason; or 10.2.2 (f) the other party is subject Customer suspends, or threatens to an act suspend, payment of insolvency, its debts or is unable to pay its debts as or when they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (g) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any composition compromise or arrangement with its creditorscreditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (h) a petition is filed, goes into liquidation or if any order a notice is made or given, a resolution is passed passed, or an order is made, for or in connection with the winding up of the Customer other party (except than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or reconstruction)more other companies or the solvent reconstruction of the Customer; or (i) an application is made to Court, or if it ceases or prepares to cease tradingan order is made, or if it suffers for the appointment of an administrator or if a receiver, notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or (j) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or (k) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or (l) a creditor or encumbrancer of the Customer attaches or takes possession of, administrator or similar officer over a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of any of its assetsassets and such attachment or process is not discharged within 14 days; or 10.2.3 (m) the continued performance thereof is prevented by reason Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistentlyits business; or 10.3.3 The Client (n) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to a Change any of Control Eventthe events mentioned in condition 10.3(e) to condition 10.2(l) (inclusive); and / or 10.3.4 Specific provisions set out in (o) there is a change of control of the relevant Service Specifications applyCustomer. 10.4 Termination 11.4 On termination of this the Agreement for any reason is without prejudice reason: (a) the Customer shall, within fifteen (15) days, pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services all of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services’s outstanding fees and interest and, in respect of Services supplied but for which no invoice has been submitted and any portion of the remaining fees for that calendar year and that has not yet been invoiced, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may submit an invoice, which shall be payable within fifteen (15) days of receipt; and (b) the accrued rights or obligations that may have accrued to either party and liabilities of the Parties as at termination and the date continuation of such terminationany provision expressly stated to survive or implicitly surviving termination shall not be affected.

Term and Termination. 10.1 This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the terms described in this Agreement for successive one-year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice to the other Party at least sixty (60) days prior to the expiration of the current Term that such Party does not want this Agreement to renew. 2.2. Expiration or termination of the Term as set out in the Order and of this Agreement shall not affect any subsequent renewal termobligation of Customer to make payments hereunder accruing prior to such expiration or termination. 10.2 Either party 2.3. If a Party materially breaches this Agreement, the other Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by providing written notice to the other party commits a Party specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the provisions non-breaching Party at law, except as specified herein. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, and: Service Provider will make Customer Content (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to maintain (and in accordance with sub-clause 14.1unless legally obligated) and the Parties are not able or to rescue this Agreement pursuant to sub-clause 14.2provide any Customer Content. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This Agreement 9.1. The Contract shall commence on the Commencement Date and shall continue until the expiry of the Term, or the expiry of any extension of any Term, unless otherwise terminated in accordance with the terms of the Contract. 9.2. After the expiry of the initial Term, the Contract shall automatically renew for successive one (1) year terms with each such one (1) year renewal extending the Term as set out in for such period unless written notice not to automatically renew is provided by either party at least ninety (90) days prior to the Order expiry of the current Term and any subsequent where such notice is provided the Contract shall expire on the next renewal termdate. 10.2 Either party may 9.3. SoftCo shall have the right without prejudice to any other remedies, at any time by giving notice in writing to the Customer to terminate this Agreement forthwith the Contract including the Licence, where Customer fails to pay the undisputed Price or any element of it, or any other undisputed cost or charge under any collateral or related agreement with immediate effect ifSoftCo or any of its subsidiaries for any Product or Services, on the due date of payment and any such termination shall be deemed to be a termination by the Customer and a repudiation of the Contract as if the Customer had sought to voluntarily so terminate. 9.4. Either party may, by providing written notice, terminate the Contract: 10.2.1 9.4.1. where the other party commits a any breach of any material term or condition of the provisions of this Agreement, and: (a) Contract provided that if the breach in question is capable one which the Defaulting Party can effectively remedy then the said notice of remedy and termination shall not be effective to terminate the other party Contract unless the Defaulting Party fails within twenty (20) days of the date of such notice effectively to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedycomplained of; or (c) the breach is a material breach; 10.2.2 9.4.2. where the other party is subject ceases to carry on business or a substantial part thereof, enters into liquidation whether compulsory or voluntary other than for the purpose of amalgamation or reconstruction or compounds with its creditors generally or has an act examiner or administrator appointed or has a receiver or manager appointed over all or any part of insolvency, is its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as or when they fall due due. 9.5. On expiry or makes termination for any composition or arrangement with its creditors, goes into liquidation or if reason: 9.5.1. all rights and all Licences granted to the Customer under the Contract shall cease and be withdrawn; 9.5.2. the Customer shall cease all activities authorised by the Licence and cease any order is made or a resolution is passed for the winding up use of the other party (except for Software; 9.5.3. SoftCo shall delete any Customer data held by SoftCo and, if requested, certify to Customer that it has done so; 9.5.4. the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares Customer waives any entitlement to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part any re-payment of any of its assets; or 10.2.3 the continued performance thereof Price already paid and will remain liable for any unpaid portion of the Price except where termination is prevented by reason as a result of a Force Majeure Event as defined breach by SoftCo; 9.5.5. the Customer shall immediately pay to SoftCo any sums due to SoftCo under the Contract including all sums due for any agreed Services for the remainder of the Term; 9.5.6. the Customer shall immediately destroy all copies of the Software then in its possession, custody or control and certify to SoftCo that it has done so in SoftCo’s required certification format; 9.5.7. the Customer shall allow SoftCo conduct a termination audit (and in accordance with sub-clause 14.1the provisions of Clause 7) and for the Parties avoidance of doubt such right of audit shall continue as a right of SoftCo and an obligation on the Customer post any termination or expiry provided it is exercised within twelve (12) months of such expiry or termination; and 9.5.8. all Products or Services which are not able requested post termination may be provided at SoftCo’s sole discretion, on an interim or ad hoc basis and if so supplied all such Products or Services provided for any interim period on an ad hoc basis shall be provided on SoftCo’s then prevailing rates and subject to rescue this Agreement pursuant to sub-clause 14.2the provisions of SoftCo’s then standard terms but may be terminated by SoftCo at any time. 10.3 9.6. Where the Company Customer seeks to voluntarily terminate the Contract prior to the expiry of the Term, it shall be entitled to terminate this Agreement with immediate effect by notice do so provided it pays, immediately prior to any such termination, the Termination Amounts and the Customer acknowledges and accepts, in writing if at any time during particular, the obligation to pay all amounts as are provided for in the Termination Amounts having regard to the original agreed full Term, upon which the Price and each payment over the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, was calculated and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applybased. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the terms described in this Agreement for successive one-year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice to the other Party at least sixty (60) days prior to the expiration of the current Term that such Party does not want to this Agreement to renew. 2.2. Expiration or termination of the Term as set out in the Order and of this Agreement shall not affect any subsequent renewal termobligation of Customer to make payments hereunder accruing prior to such expiration or termination. 10.2 Either party 2.3. If a Party materially breaches this Agreement, the other Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by providing written notice to the other party commits a Party specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the provisions non-breaching Party at law, except as specified herein. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, and: Service Provider will make Customer Content (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to maintain (and in accordance with sub-clause 14.1unless legally obligated) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2or provide any Customer Content. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This Agreement (a) The Term shall begin on the Effective Date and will continue for the a Term of one (1) year or unless terminated sooner as set out in the Order and any subsequent renewal termprovided herein. 10.2 Either party (b) Nissan may by notice in writing terminate this Agreement with immediate effect if:for its convenience upon thirty (30) days’ notice to Company. 10.2.1 (c) In addition to other termination rights expressly set forth in this Agreement, either party may terminate this Agreement effective upon written notice to the other if the other party commits a violates any covenant, agreement, representation, or warranty contained herein in any material respect or defaults or fails to perform any of its obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days after notice thereof from the non-defaulting party stating its intention to terminate this Agreement by reason thereof. Material breach by Company includes: (i) breach of any restrictions or otherwise infringing Nissan’s proprietary rights by Company or third parties; (ii) violation of the license grants; (iii) nonpayment of fees; (iv) attempts to assign this Agreement; or (vii) breach of confidentiality obligations. (d) If underpayment or nonpayment of the Fees occurs more than two (2) times, then Nissan will have the right to terminate this Agreement immediately for cause and Company shall have no right to cure. (e) Either may terminate this Agreement by delivering written notice to the other party upon the occurrence of any of the provisions following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of this Agreementits creditors; (iii) either party commences, and:or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidated or dissolved. (af) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to Nissan may terminate this Agreement with immediate effect to the extent any continued performance by notice the Company is deemed to be unlawful, as determined in writing if at any time during the Term or any renewal term:Nissan’s sole reasonable discretion. 10.3.1 the Client fails to make any payment due under (g) Any provision in this Agreement that, in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreementorder to give proper effect to its intent, and the breach is a minor breach which individually would not cause or should survive any expiration or termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such terminationshall so survive.

Term and Termination. 10.1 This 2.1 The Initial Term of this Agreement shall continue be for the Term as set out period specified in the Order and any subsequent renewal termProposal commencing as of the Effective Date (the “Initial Term”). 10.2 Either party may by notice in writing 2.2 MSP is authorized to: (a) terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (aand/or associated Order(s)) the breach is capable of remedy and the other party if Customer fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in full case of prolonged Force Majeure that extends for a cumulative period of 30 (thirty) days – as defined herein. 2.3 Upon any termination of the right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule B, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (as defined below) if: (i) Customer does not pay MSP for that Deliverable in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination (ii) if Customer materially breaches any part of this Agreement for any reason that affects this clause 2.4 and the obligations herein 2.5 It is without prejudice to any rights or obligations expressly recorded that may have accrued to either party all dues outstanding and payable as at of the date of such termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice of termination at least sixty (60) days prior to expiration of the Initial Term.

Term and Termination. 10.1 This 7.1 The term of the Agreement shall continue be three (3) years from the Effective Date. Thereafter, the Agreement shall be renewed for successive one (1) year terms, unless terminated upon three (3) months prior notice by either Party before the Term as set out in anniversary of the Order and any subsequent renewal termAgreement. 10.2 Either party may by 7.2 If either Party is in breach of its obligations under this Agreement then the Party not in breach is entitled to serve notice in writing to the Party in breach setting out details of the breach, what actions are required to correct the breach and allowing the Party in breach thirty (30) days from the date of notification in writing to correct the breach. 7.3 Either Party shall have the right to terminate this Agreement with immediate effect if: 10.2.1 and/or an accepted Project Proposal, effective immediately upon written notice to the other party commits a Party, should the other Party continue to be in material breach of any of the provisions of this Agreement, and: (a) provided, that a notice of material breach pursuant to Section 7.2 has been served on the Party in material breach is capable of remedy and the other party fails Party in material breach has failed to remedy correct the material breach within 30 days of receipt of the thirty (30) day cure period. 7.4 Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) files a written notice; (b) the breach voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, which is not capable of remedy; or dismissed within thirty (c30) the breach days after its institution, (ii) is a material breach; 10.2.2 the other party is subject to an act of insolvencyadjudged as bankrupt, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors(iii) becomes insolvent, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of iv) has a receiver, administrative receivertrustee, administrator conservator or similar officer over the whole liquidator appointed for all or a substantial part of any of its assets; or 10.2.3 , (v) ceases to do business, (vi) commences any dissolution, liquidation or winding up, or (vii) makes an assignment of its assets for the continued performance thereof is prevented by reason benefit of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2its creditors. 10.3 the Company shall 7.5 An accepted Project Proposal or any other written assignment related to a Project Proposal may be entitled to terminate this Agreement with immediate effect terminated by notice in writing if Client at any time during the Term term of this Agreement on sixty (60) days prior written notice to the Service Provider. 7.6 Except in the event of a termination by Client according to Section 7.3, if this Agreement, any particular accepted Project Proposal or any renewal term: 10.3.1 the particular other written assignment related to a Project Proposal is terminated before any such Project Proposal or any such other written assignment related to a Project Proposal is completed, Client fails to make any payment due under this Agreement in full shall pay Service Provider for all Services performed in accordance with Clause 6; 10.3.2 the Client commits any such affected Project Proposal or any such other written assignment related to a breach of this AgreementProject Proposal hereunder, and reimburse the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; Service Provider for all costs and / or 10.3.4 Specific provisions set out expenses incurred in the relevant Service Specifications applyperforming those Services. 10.4 Termination 7.7 The termination of this Agreement shall not relieve either Party of its obligation to the other with respect to (a) maintaining the confidentiality of information, (b) liability and, (c) compensation for any reason is without prejudice to any rights or obligations that may have accrued to either party as at Services performed through the date of such termination.

Term and Termination. 10.1 This 11.1 The term of this Agreement shall be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date”), and shall continue for with full force and effect until the Term later of delivery of the applicable Survey Materials, completion of any applicable services and delivery of any other information as set out forth in the Order and any subsequent renewal term. 10.2 Either party may by notice Quotation, unless the Agreement is terminated earlier in writing terminate this Agreement accordance with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreementarticle (the “Term”). 11.2 In the case the Customer is located in the Province of Ontario, and: (a) IQMH may immediately terminate the breach is capable of remedy Agreement for convenience and without liability to the other party fails to remedy the breach within 30 days of receipt of a Customer, upon written notice; (b) , in the breach is not capable event the Ontario Ministry of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject Health terminates or reduces any funding to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed IQMH for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and Proficiency Testing program in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2Ontario. 10.3 11.3 IQMH may terminate the Company shall be entitled Agreement for convenience and without liability to the Customer upon twelve (12) months written notice to the Customer. 11.4 Either Party may terminate this Agreement for cause and with immediate effect by written notice to the other Party in writing if at the event the other Party: (i) breaches the terms of Article 8 (Confidentiality and Personal Information) or Article 7 (Intellectual Property) or (ii) breaches any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach other Articles of this Agreement, including any breach of the Agreement and the such breach is remains uncured for a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change period of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at fifteen (15) days following the date of such terminationthe Notice by the non-breaching Party; or (iii) in the case of bankruptcy or insolvency proceedings are instituted by or against the other Party, or the other Party is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or manager is appointed with respect to all or any part of the assets of the other Party. 11.5 Upon expiry or termination of this Agreement, the Customer shall, and shall cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and use of the Portal. The Customer shall immediately return to IQMH, or securely destroy, with certification thereof provided to IQMH, without any right of compensation or indemnity, all IQMH’s Confidential Information and Intellectual Property disclosed to or received by the Customer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and any part thereof. For clarity, the foregoing excludes any Customer Proficiency Testing Survey results.

Term and Termination. 10.1 9.1 The parties are bound by this Agreement from the Effective Date or from time both parties have executed this Agreement, whichever is earlier. The initial term shall last until one (1) year from the Effective Date. This Agreement shall continue thereafter automatically renew for successive terms of one (1) year each unless either party provides the Term as set out in other party written notice that it will not renew the Order and any subsequent renewal Agreement no less than sixty (60) days prior to the end of the initial term or a successive term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 9.2 In the other party commits event of a material breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and by either party, the other party may notify the party of material breach in writing specifying the manner in which this Agreement has been materially breached, and this Agreement shall terminate automatically thirty (30) days after such notice unless the material breach has been cured to the reasonable satisfaction of the non-breaching party. If RxAMERICA deems failure to pay a material breach under Article 5.8 or 5.9, DS shall have no right to cure. 9.3 RxAMERICA shall have failed to perform under this Agreement if RxAMERICA fails to remedy meet the breach within 30 days of receipt of a written notice; performance criteria set forth in Section 4.4(i) or (bii) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject with respect to an act of insolvency, is unable to pay its debts as 15% or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up more of the other party (except for the purpose of a solvent amalgamation or reconstruction), or Prescriptions filled during any three consecutive day period within any 15 consecutive day period. DS will notify RxAMERICA if it ceases has failed to perform for three consecutive days. RxAMERICA shall use its best efforts to immediately correct the problem. However, if such a lack of performance occurs in two consecutive 15-day periods or prepares to cease tradingmore than four times in 90-day period, or if it suffers DS shall have the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled right to terminate this Agreement with immediate effect immediately upon notice without any additional cure period. Notwithstanding termination by notice in writing if DS under this Article 9.3 or RxAMERICA's failure to meet performance criteria, DS shall remain obligated to pay any proper invoices for Pharmacy Services or Shipping Services performed by RxAMERICA prior to the termination of this Agreement. 9.4 If at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination term of this Agreement for there shall be filed by or against either party in any reason is without prejudice court pursuant to any rights statute either of the United States or obligations any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of that may have accrued to party's property, or if either party as at makes an assignment for the date benefit of creditors or petitions for or enters into such terminationan assignment, the other party may immediately terminate this Agreement upon written notice to such party who filed or against whom was filed such petition or who made petition or entered into such assignment.

Term and Termination. 10.1 9.1 This Agreement shall continue commence on 9.2 The Initial Term of 3 years shall commence on the Agreement date stated at clause 9.1. 9.3 The Term of this Agreement shall repeat continually for additional 3 year periods unless or until terminated by one Party providing at least 3 calendar months prior written notice to the other to expire at the end of the Initial Term as set out in the Order and or on any subsequent renewal term3 year anniversary term thereafter. 10.2 9.4 Either party may by notice in writing Party has the right to terminate this the Agreement with immediate effect ifimmediately if the other: 10.2.1 the other party commits 9.4.1 has committed a material breach of any of the provisions of this Agreement, and: (a) the unless such breach is capable of remedy and remedy, in which case the right to terminate immediately will be exercisable if the other party fails Party has failed to remedy the breach within 30 days of receipt of after a written notice;notice to do so; or 9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets. 9.5 Further in the event of (bi) the breach is not capable of remedyTermination (that may conclude suspension); or (cii) Any breach of a Customer Payment Obligation for whatever reason the breach Customer will on receipt of demand, pay to Reduce My Bills Ltd the Breach Fee. The Breach Fee shall entirely at Reduce My Bills Ltd discretion with be a payment either (i) Representing the Subscription Payment or such balance of the Subscription Payment yet to be paid to Reduce My Bills Ltd (ii) A fixed amount of £750. VAT is due to be paid on a material breach;Breach Fee. 10.2.2 9.5.1 The Customer agrees that the other party Breach Fee is subject due to an act be paid within seven days of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed receiving demand for the winding up same and that it enjoys no right of set off, defence, counter claim or other reason to withhold or delay payment. The Customer agrees that the Breach Fee, represents the reimbursement of loss suffered by Reduce My Bills Ltd resulting from the Customer non-payment Breach. It does not represent an unfair gain or windfall on the part of Reduce My Bills Ltd that is in the nature of or is capable of falling within the definition of a penalty. The Subscription Payment for the purposes of this clause is calculated on the basis of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event subscription charge and period as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyContract at Schedule 2. 10.4 Termination 9.6 Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such terminationshall survive termination under this Clause 9.

Term and Termination. 10.1 This 2.1 The Initial Term of this Agreement shall continue be for the Term as set out period specified in the Order and any subsequent renewal termProposal commencing as of the Effective Date (the “Initial Term”). 10.2 Either party may by notice in writing 2.2 MSP is authorized to: (a) terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (aand/or associated Order(s)) the breach is capable of remedy and the other party if Customer fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in full case of prolonged Force Majeure that extends for a cumulative period of 30 (thirty) days – as defined herein. 2.3 Upon any termination of the right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule 1, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (as defined below) if: (i) Customer does not pay MSP for that Deliverable in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination (ii) if Customer materially breaches any part of this Agreement for any reason that affects this clause 2.4 and the obligations herein 2.5 It is without prejudice to any rights or obligations expressly recorded that may have accrued to either party all dues outstanding and payable as at of the date of such termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice of termination at least sixty (60) days prior to expiration of the Initial Term.

Term and Termination. 10.1 This 11.1 Unless otherwise agreed in a Sales Order Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless either party gives written notice to the other to terminate the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as set out the case may be), in which case the Order and Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term together with any subsequent renewal termRenewal Periods shall constitute the “Subscription Term”. 10.2 Either 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which the parties may have, either party may by notice in writing terminate this the Agreement with immediate effect if: 10.2.1 without liability to the other party commits a breach of any of immediately on giving written notice to the provisions of this Agreement, andother if: (a) (i) the other party is in material breach of the Agreement where the breach is incapable of remedy; or (ii) the other party is in material breach of the Agreement where the breach is capable of remedy and the other party fails to remedy the that breach within 30 fourteen (14) days after receiving written notice of receipt of a written notice;such breach; or (b) the breach other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is not capable of remedydeclared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) the breach is a material breach; 10.2.2 any analogous event happens to the other party in any jurisdiction in which it is subject to an act incorporated or resident or in which it carries on business or has assets. 11.4 On termination of insolvency, is unable to pay its debts the Agreement for any reason: (a) all licences granted by Qubit under the Agreement shall immediately terminate; (b) each party shall (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (except for including the purpose Script) and other items (and all copies of a solvent amalgamation or reconstruction)them) belonging to the other party; and (c) the accrued rights of the parties as at termination, or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part continuation after termination of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not able to rescue this Agreement pursuant to sub-clause 14.2be affected or prejudiced. 10.3 11.5 For the Company shall be entitled to terminate this avoidance of doubt, if the Customer has entered into more than one Agreement with immediate effect by notice Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in writing if at any time during writing, terminate the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyother Agreements. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 11.1 This Agreement shall continue commence on the Effective Date and will remain in effect for fifteen(15) months unless terminated in accordance with the terms set forth in this Agreement (the “Term”). This Term as set out in shall automatically renew for additional three (3) month terms unless a Party gives the Order and any subsequent renewal termother Party written notice of an intent not to renew the Agreement no later than ninety (90) days’ advance written notice that the Party does not intend to renew the Agreement. 10.2 11.2 Either party Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 immediately upon written notice to the other party commits in the event such other party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a breach general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this agreement; or (j) experiences an event analogous to any of the provisions foregoing in any jurisdiction in which any of its assets are situated. 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or condition of this Agreement, and: (a) the breach is capable of remedy Agreement and the other party fails to remedy the breach within 30 thirty (30) days after being given written notice thereof. 11.4 Except as provided in Section 16.13, following the expiration or termination of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvencythis Agreement, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue all Customer’s rights under this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall terminate and Customer shall be entitled to terminate the immediate possession of all Mining Equipment 11.5 If this Agreement with immediate effect by notice in writing if at is terminated for any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach reason, upon expiration of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject or at Customer’s option upon cessation of services under this Agreement due to a Change Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Control Event; Customer and / or 10.3.4 Specific shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for Section, including the grant of access to Customer, notwithstanding any reason adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is without prejudice to any rights or obligations that may have accrued to either party as at the date of such terminationreceived by Service Provider.

Term and Termination. 10.1 This 3.1 The term of this Agreement shall continue commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to Intraware's and CorpSoft's mutual written agreement, this Agreement may be renewed for additional one (1) year terms provided the iPlanet is also in effect for the Term same renewal period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other as set out a result of any such termination, provided however the termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (5) business days of the effective date of the iPlanet Agreement, and neither party shall have any liability to the other party as a result of any such termination. 3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the Order following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and any subsequent renewal termCorpSoft will review this Agreement for the purpose of determining whether or not sales goals and expectations are being achieved. 10.2 3.3 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 if the other party party: (i) commits a material breach of any this Agreement and does not cure the breach within thirty (30) days after receiving the non-breaching party's written notice of the provisions breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors. 3.4 In the event the iPlanet Agreement expires or terminates, then this Agreement shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for the resale of iPlanet on a direct basis, and (ii) within thirty (30) days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to two (2) years minus the duration of the original iPlanet Agreement. 3.5 Intraware and CorpSoft acknowledge that as a result of this Agreement both parties will obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party. 3.6 As of the effective date of the expiration or termination of this Agreement, and: (a) the breach is capable Intraware shall cease marketing and selling iPlanet, on behalf of remedy CorpSoft, and neither party shall have any further obligation to the other party fails to remedy the breach within 30 except as otherwise specified herein. Within thirty (30) days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as expiration or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach termination of this Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the breach is a minor breach which individually would not cause other party and delete all electronic information or data belonging to the other party. Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 11.1, 12.2, 13, 14, 15, 16 and 17 shall survive the expiration or termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement Agreement. Furthermore, to the extent applicable, Sections 3.4, 6.2, and 9.2 shall survive for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date balance of such terminationthe two (2) year period of time referenced in Section 3.4.

Term and Termination. 10.1 16.1 This Agreement shall continue commence on the Commencement Date and shall remain in full force for the Term unless otherwise agreed by the Parties or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, ninety (90) days before the end of the Term or before the relevant Subsequent Term, to terminate this Agreement at the end of the Term or the relevant Subsequent Term, as set out in the Order and any subsequent renewal termcase may be. 10.2 Either party 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by giving written notice to the other party commits a breach of any of the provisions of this Agreement, andParty if: (a) the breach is capable of remedy Customer breaches its obligations in Clauses 5.7 and the other party fails to remedy the breach within 30 days of receipt of a written notice5.8; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is not capable remediable) fails to remedy that breach within a period of remedy; orforty five (45) days after being notified to do so; (c) the breach is a material breach;other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or 10.2.2 (d) the other party is subject Party suspends, or threatens to an act suspend, payment of insolvencyits debts, or is unable to pay its debts as or when they fall due or makes any composition admits inability to pay its debts, or arrangement with is deemed unable to pay its creditors, goes into liquidation or if any order is made or a resolution is passed for debts within the winding up meaning of section 123 of the other party Insolvency ▇▇▇ ▇▇▇▇. 16.3 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.4 On termination of this Agreement for any reason: (except for a) the purpose Supplier shall immediately cease provision of a solvent amalgamation the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or reconstructionthe Subsequent Term (as applicable), or if it ceases or prepares to cease trading, or if it suffers ; (2) any licence fees as set out under Clause 12.1; and (3) any termination fees that the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of Supplier incurs from any of its assetsthird parties as a consequence of such termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any third-party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; orand 10.2.3 (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the continued performance thereof is prevented other Party. 16.5 Save as provided in Clause 16 or elsewhere in this Agreement, or by reason of mutual consent and on agreed terms, or due to a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company event, neither Party shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach Statement of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyWork. 10.4 16.6 Termination of any Statement of Work shall be without prejudice to any other rights which any party may have under any other Statement of Work. 16.7 Upon termination of this Agreement for any reason is without prejudice the Supplier will provide to the Customer and / or to any rights new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or obligations that in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at its then current time and materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may have accrued include: (a) developing a plan for the orderly transition of the terminated Services from the Supplier to either party as the Customer or the Successor Service Provider; (b) providing reasonable training to the Customer or the Successor Service Provider in the performance of the Services then being performed by the Supplier; (c) using commercially reasonable efforts to assist the Customer, at the date Customer’s sole cost and expense, in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by the Supplier in connection with the Services; (d) using commercially reasonable efforts to make available to the Customer, pursuant to mutually agreeable terms and conditions, any third party services then being used by the Supplier in connection with the Services; and (e) such other activities upon which the Parties may agree.] 16.8 The provisions of such terminationClauses 7,8,10,11,12,13,15,17,18 and 20 shall survive termination of any Statement of Work or this Agreement.

Term and Termination. 10.1 This Agreement The commencement date and term of any Statement of Work shall continue for the Term be as set out in the Order and any subsequent renewal termrelevant Statement of Work. 10.2 Either party may choose not to renew an auto-renewing Statement of Work by serving written notice on the other not less than 30 days prior to the final day of the current term, and in writing such case the Statement of Work shall not renew and shall instead terminate this Agreement with immediate effect ifon the final day of the term. 10.3 Supplier may terminate a Statement of Work immediately on written notice if the Customer: 10.2.1 the other party 10.3.1 commits a an irremediable material breach of any of this agreement as it relates to the provisions Statement of this AgreementWork, and: (a) the persistently commits remediable breaches or commits any remediable material breach is capable of remedy and the other party fails to remedy the breach it within 30 days of receipt of a written noticenotice of the breach requiring remedy of the same; 10.3.2 fails to pay any amount due to Supplier as it falls due (b) the breach is not capable under that or any other any Statement of remedyWork); or (c) 10.3.3 makes an arrangement with or enters into a compromise with its creditors, becomes the breach is subject of a material breach; 10.2.2 the other party is subject to an act of insolvencyvoluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.4 Customer may terminate a Statement of Work immediately on written notice if the Supplier: 10.4.1 commits an irremediable material breach of any of this agreement as it relates to the Statement of Work, persistently commits remediable breaches or when they fall due commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; 10.4.2 makes an arrangement with or makes any composition or arrangement enters into a compromise with its creditors, goes into becomes the subject of a voluntary arrangement, receivership, administration, liquidation or if winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any order is made distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.5 Subject to clause 10.6, in the event of termination of a resolution is passed Statement of Work for any reason: 10.5.1 any Fees already paid shall be non-refundable; 10.5.2 any amounts invoiced under the winding up terminated Statement of Work (or in respect of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1terminated Deliverables) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination shall become immediately due and payable; 10.5.3 Supplier may invoice for any Deliverables provided up until the date of termination and any expenses incurred, and those invoices shall be immediately due and payable; and 10.5.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. 10.6 Nothing in clause 10.5 shall require the Customer to pay any Fees, or prevent the Customer from receiving a reimbursement of any Fees, where it is entitled to remission from or refund of those Fees pursuant to clauses 5.1, 5.2 or 8.13. 10.7 Where a Statement of Work grants a licence of Supplier Software, or a relevant part of a Statement of Work, is terminated, the Customer shall immediately cease to use the Supplier Software and shall at Supplier's option either return it (and the Documentation) to Supplier or delete and destroy all copies of the affected Supplier Software and Documentation. 10.8 The termination of a Statement of Work shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 7, 10, 11, 13, 15, 17 and 18, or the continuation of any other Statements of Work.

Term and Termination. 10.1 This 10.1. The term of this Agreement shall continue begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on December 31, 2009 or earlier, and unless previously terminated as hereinafter set forth, shall remain in force for a period of ten Years beginning with the Term as set out in the Order and any subsequent renewal termFirst Shipment Date. 10.2 Either party may by 10.2. Each Party may, at its discretion, upon written notice to the other Party, and in writing addition to its rights and remedies provided under this Agreement or any other agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement with immediate effect if: 10.2.1 in the other party commits a breach event of any of the following: 10.2.1. Upon a material breach of the other Party of any material provision in this Agreement, and failure of the other Party to cure such material breach within **** days after receiving written notice thereof; provided, however, that such cure period shall not modify or extend the **** day cure period for HOKU’s delivery obligations pursuant to Section 4.3 above; and provided, further that such **** day cure period shall not apply to JINKO’s failure to make any payment to HOKU pursuant to this Agreement. In the event of JINKO’s failure to make payment on the **** day payment terms set forth in Section 6.4 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if payment is not made within an additional grace period of not less than **** business days. For purposes of this Section 10.2.1, a “material breach” means a monthly shipment which is delayed beyond **** days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission. 10.2.2. Upon the voluntary or involuntary initiation of bankruptcy or insolvency proceedings against the other Party; provided, that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have sixty (60) working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such proceeding; 10.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 10.2.4. In accordance with the provisions of Section 13 (Force Majeure) below; provided, however, that JINKO may not terminate this Agreement pursuant to Section 13 if HOKU is supplying Products to JINKO pursuant to Section 4.2 of this Agreement. 10.2.5. Without limiting the foregoing, JINKO shall have the right to terminate this Agreement immediately if HOKU fails to deliver the first shipment of the Minimum Monthly Quantity of Products on or before December 31, 2009. 10.3. Subject to the effectiveness of this Agreement, and: HOKU shall have the right to thereafter terminate this Agreement if (aA) on or before March 25, 2009, JINKO has failed to pay the breach is capable Third Deposit, in which case HOKU may retain the Initial Deposit of remedy fifteen million (15,000,000) U.S. dollars as liquidated damages; (B) on or before June 24, 2009, JINKO has failed to pay the Fourth Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars and the other party fails to remedy Third Deposit of three million (3,000,000) U.S. dollars as liquidated damages. 10.4. Upon the breach within 30 days expiration or termination of receipt of a written notice; this Agreement howsoever arising, the following Sections shall survive such expiration or termination: Sections 2 (b) the breach is not capable of remedyDefinitions); or Section 8 (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstructionProduct Quality Guarantee), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assetsSection 9 (Inspection and Return Goods Policy); orSection 10 (Term and Termination); Section 11 (Liability); Section 12 (Liquidated Damages); and Section 14 (General Provisions). 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue 10.5. If JINKO terminates this Agreement pursuant to sub-clause 14.2. 10.3 Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, or 13 then any funds remaining on the Company Total Deposit on such date of termination shall be returned to JINKO, plus interest equal to the amount set forth in Section 6.6 for each year since the Initial Deposit was paid to HOKU by JINKO; provided however that if JINKO is in material breach of this Agreement at the time it terminates this Agreement, then HOKU shall not be required to repay any remaining amount of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless JINKO cures such breach within the applicable cure period) or JINKO’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 12). If HOKU terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, or 13 then HOKU shall be entitled to terminate this Agreement with immediate effect by notice in writing if at retain the Total Deposit including any time during funds remaining on the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full Total Deposit on such date of termination in accordance with Clause 6; 10.3.2 Section 12. “Funds remaining” on the Client commits a breach Total Deposit are funds not applied against JINKO’s purchase of Product, pursuant to Section 6.4 above, for Product actually shipped to JINKO hereunder. If JINKO terminates this Agreement pursuant to Section 10.2.1 or 10.2.5 due to HOKU’s failure to deliver Products pursuant to this Agreement, and then one hundred fifty percent (150%) of the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in funds remaining on the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the Total Deposit on such date of such termination.termination shall be returned to JINKO. JINKO Initials & Date HOKU Initials & Date

Term and Termination. 10.1 7.1 This Agreement Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall commence on the Effective Date and shall continue for the Term as set out in the Order unless and any subsequent renewal term. 10.2 Either until terminated by either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1this Clause 7.‌‌ (i) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company Either party shall be entitled to terminate this Agreement with immediate effect Contract on expiry of the Minimum Term specified in the Order and each subsequent anniversary of the First Payment Date by giving to the other party not less than ninety (90) days’ prior written notice. (ii) Either party shall be entitled to terminate this Contract immediately by giving written notice in writing to the other party if at the other party commits any time during the Term or any renewal term: 10.3.1 the Client material breach of this Contract and fails to make remedy that breach within thirty (30) days of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any payment failure to pay sums due under this Agreement in full Contract within the agreed payment terms shall constitute a material breach of this Contract. 7.2 SOW(s). The SOW(s) shall commence in accordance with Clause 6;4.2 and shall terminate on completion of the Services or in accordance with this Clause 7.2.‌ 10.3.2 (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the Client other party not less than ninety (90) days’ prior written notice, save in respect of any SOW(s) that vary the scope of the Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the other party if the other party commits a any material breach of this AgreementSOW and fails to remedy that breach within thirty (30) days of written notice of that breach, and provided that: (a) the thirty (30) day period only applies where a breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client capable of remedy - if it is subject to a Change incapable of Control Eventremedy, the SOW may be terminated by written notice immediately; and / or 10.3.4 Specific provisions set out in (b) the relevant Service Specifications applyparties agree that any failure to pay sums due under any SOW within the agreed payment terms shall constitute a material breach of the SOW. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This Agreement The term of this MSA shall commence upon Customer’s acceptance thereof (the “Effective Date”) and shall continue until the termination or expiration of the last then- current Order. Any associated Orders shall automatically extend for additional one-year periods (each, an “Extension Term”) at the end of the Initial Term or, as set out in the Order and applicable, any subsequent renewal termExtension Term. 10.2 Customer will continue to receive the Subscription for any Extension Term of an Order in exchange for ▇▇▇▇▇▇▇.▇▇’s then-current fees. Unless otherwise expressly provided in an Order, any extension fees shall be due and payable to ▇▇▇▇▇▇▇.▇▇ no later than thirty (30) days prior to the start of the applicable Extension Term. 10.3 Either party may terminate any or all existing Order(s) immediately by providing written notice in writing terminate this Agreement with immediate effect if: 10.2.1 to the other party commits of such termination if the other party: (i) breaches any material provision of this MSA; (ii) is adjudicated as bankrupt or makes an assignment for the benefit of creditors, or if a breach of any receiver, liquidator, administrator or a trustee is appointed for such party’s affairs; or (iii) if a party is dissolved. None of the provisions foregoing termination for cause rights shall be valid if the breaching party is able to cure such breach within thirty (30) days (or ten (10) days in the case of non-payment) after the non- breaching party delivers notice of such breach to the breaching party. Either party may terminate an Order at the end of the Initial Term or an Extension Term thereof by giving the other party at least 90 days’ prior written notice before the beginning of the next Extension Term. 10.4 If this AgreementMSA or any Order is terminated, and: Customer must within 30 days after such termination, at ▇▇▇▇▇▇▇.▇▇’s direction, destroy or return all affected Software and Documentation and certify in writing that it has complied with this Section 10.4. Upon expiration or termination of the MSA, if Customer was granted a run-time License, then in addition, Customer shall: (a) cease the breach is capable reproduction and distribution of remedy the Run-Time Modules (except as provided below); and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) shall promptly certify to ▇▇▇▇▇▇▇.▇▇ that Customer has done so. However, for those Applications that have previously been distributed and if Customer allows for that Application to continue with the breach is not capable of remedy; or run-time licenses post termination, may retain one (c1) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up copy of the other party (except for Run-Time Modules to support existing End Users provided that Customer is then current with payments due to ▇▇▇▇▇▇▇.▇▇ with the purpose understanding that Customer will receive no customer support or maintenance. Customer assumes all risk of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2Application’s protection. 10.3 the Company shall be entitled to terminate 10.5 All provisions and obligations of this Agreement with immediate effect by notice in writing if at any time during the Term MSA or any renewal term: 10.3.1 the Client fails to make Order which by their nature should survive any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach termination of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for MSA or an Order will survive any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination, including provisions and obligations with regard to accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, engaging of third parties and liability for taxes and premiums.

Term and Termination. 10.1 7.1 This Agreement Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall commence on the Effective Date and shall continue for the Term as set out in the Order unless and any subsequent renewal term. 10.2 Either until terminated by either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2Clause 7. 10.3 the Company (i) Either party shall be entitled to terminate this Agreement with immediate effect Contract on expiry of the Minimum Term specified in the Order and each subsequent anniversary of the First Payment Date by giving to the other party not less than ninety (90) days’ prior written notice. (ii) Either party shall be entitled to terminate this Contract immediately by giving written notice in writing to the other party if at the other party commits any time during the Term or any renewal term: 10.3.1 the Client material breach of this Contract and fails to make remedy that breach within thirty (30) days of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any payment failure to pay sums due under this Agreement in full Contract within the agreed payment terms shall constitute a material breach of this Contract. 7.2 SOW(s). The SOW(s) shall commence in accordance with Clause 6;4.2 and shall terminate on completion of the Services or in accordance with this Clause 7.2.‌ 10.3.2 (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the Client other party not less than ninety (90) days’ prior written notice, save in respect of any SOW(s) that vary the scope of the Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the other party if the other party commits a any material breach of this AgreementSOW and fails to remedy that breach within thirty (30) days of written notice of that breach, and provided that: (a) the thirty (30) day period only applies where a breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client capable of remedy - if it is subject to a Change incapable of Control Eventremedy, the SOW may be terminated by written notice immediately; and / or 10.3.4 Specific provisions set out in (b) the relevant Service Specifications applyparties agree that any failure to pay sums due under any SOW within the agreed payment terms shall constitute a material breach of the SOW. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 (8.1) This Agreement shall continue be effective as of the Effective Date and shall remain in force for a period of one (01) year thereafter (the 'initial term'). The Initial Term shall automatically be renewed and shall extend for successive twelve (12) month terms (each "Renewal Term" and all such Renewal Terms together with Initial Term, the "Term"), commencing at the conclusion of the Initial Term or any Renewal Term, unless either Party gives the other written notice at least 30 days prior to the conclusion of the Initial term or the then current Renewal Term, as set out in the Order and any subsequent renewal termcase may be, that the Agreement will not be renewed, failing which the Agreement shall be deemed renewed automatically. 10.2 Either party (8.2) This agreement may be terminated by either Party by giving sixty days (30) days prior notice in writing terminate this Agreement with immediate effect if: 10.2.1 to the other party commits a breach of without being required to assign or give any of the provisions of this Agreement, and:reasons. (a8.3) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company Either Party shall be entitled to terminate this Agreement with immediate effect by notice agreement in writing if at any time during case of the Term or any renewal term: 10.3.1 defaulting Party's failure to remedy the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, any terms and conditions of the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change Agreement within thirty (30) days of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyreceipt of written notice stating such breach. 10.4 Termination (8.4) Paramotor reserves the right to terminate the Agreement immediately without any notice period in case of this fraud, or, if, the Merchant has violated any of terms of the Agreement. In such cases all fees/charges paid by merchant shall be forfeited Paramotor reserves the right to terminate the Agreement if any of its business associates, service providers or merchant acquirer terminate Paramotor for any reason reason. (8.5) Further Merchant acknowledges that it shall honour all Transactions until the Agreement is without prejudice in force. The Merchant shall provide necessary documentation related to any rights Transactions done by merchant post termination upto a period of twenty-four (24) months in case of Customer disputes, failing which the Merchant will indemnify Paramotor or obligations that may have accrued to either party as at the date of its business associate or service provider towards such terminationTransactions loss.

Term and Termination. 10.1 This Agreement 8.1. The agreement shall continue be valid for a period of three years from the Term date of its execution and may be renewed for further period of two years on the existing terms and conditions or the modified terms and conditions as set out may be mutually agreed between the parties. 8.2. The banks reserve the right to terminate the contract at any point of time if, (a) The services are found to be unsatisfactory; (b) There is a consistent failure to maintain the customer satisfaction; (c) Desired levels of output by the Corporate Business Correspondent (CBC) are not met; (d) There is a discrepancy found in the Order accounts maintained by the Corporate Business Correspondent (CBC)and the records of the Bank; (e) The customers serviced by the Corporate Business Correspondent (CBC) complain to the Bank that the Corporate Business Correspondent (CBC) is inefficient; (f) There is fraud in the accounts handled by the Corporate Business Correspondent (CBC); or (g) Any other reason which in the opinion of the banks is not conducive to the continuation of the Services of the Corporate Business Correspondent (CBC). However, before terminating the contract, the concerned bank will give a written notice specifying the defects in services to the Corporate Business Correspondent (CBC) and any subsequent renewal termask him to rectify the defects within a period of 30 calendar days. In case the defects are not rectified, the concerned bank would be authorized to terminate the contract with the Corporate Business Correspondent (CBC). 10.2 Either party may 8.3. In the event of termination of the agreement, all records, information including documents etc. shall be returned by CBC to the Bank as per instructions of the Bank. 8.4. The Bank shall have a right to terminate the agreement immediately by giving a notice in writing terminate this Agreement with immediate effect if: 10.2.1 to CBC in the other party commits a breach of any of the provisions of this Agreement, andfollowing eventualities : (a) If CBC applies to the breach is capable Court or passes a resolution for voluntary winding up of remedy and the CBC or any other party fails to remedy the breach within 30 days creditor / person files a petition for winding up or dissolution of receipt of a written notice;CBC. (b) If any Receiver/Liquidator is appointed in connection with the breach is not capable business of remedy; orthe CBC or CBC transfers substantial assets in favour of its creditors or any orders / directions are issued by any Authority / Regulator which has the effect of suspension of the business of CBC. (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, If CBC is unable to pay its debts render the services up to the mark as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or envisaged under this agreement upon a resolution is passed for the winding up reasonable assessment of the other party circumstances by the Bank which affect rendering of the services by CBC as envisaged under this agreement. (except for d) If any acts of commission or omission on the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of CBC or its agents, employees or representatives, in the reasonable opinion of the Bank tantamount to fraud or prejudicial to the interest of the Bank or its customers. (e) If CBC is owned/ controlled wholly/ partly by any other bank operating in India (f) If any officer/ employee/ director of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event CBC or their relatives as defined (and in accordance with sub-clause 14.1) and section 6 of the Parties are not able to rescue this Agreement Companies Act, 1956 becomes a director/ officer or employee of the Bank. 8.5. In the event of the termination of the agreement by the Bank pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.clause

Term and Termination. 10.1 This Agreement shall commence on the Effective Date and will remain in force until the end of the eight (8th) calendar week following the end of the Conference (the "Term"), following which this Agreement will end by operation of law, with the exception of the clauses which by their nature should continue for the Term as set out to remain in the Order full force and effect. Without affecting any subsequent renewal term. 10.2 Either party other right or remedy available to it, at law or in equity, either Party may by notice in writing terminate this Agreement prior to the expiration of the Term, with immediate effect if: 10.2.1 effect, by giving written notice to the other party: In case of breach by the Sponsor of Clause 12 or 13 of this Agreement. In case of material breach or gross negligence by the other Party of its obligations under this Agreement, and only insofar the nature of the breach allows it to be effectively remedied, if the breaching party fails to cure such breach within fifteen (15) days after being given notice thereof, provided that such notice sets forth with reasonable specificity the nature of the breach at issue. If a receiver is appointed for the other Party, an assignee is appointed for the benefit of creditor of the other party, the other party commits files a bankruptcy petition or becomes unable to pay debts as they become due in the ordinary course of business. In case of termination by FTTH due to material breach or gross negligence by Sponsor pursuant to Clause 15.2.2 , FTTH shall have the right to retain the Sponsorship Fee in its entirety. In case of any termination by FTTH due to breach by Sponsor pursuant to Clause 15.2.1 FTTH shall have the right (i) to retain the Sponsorship Fee in its entirety; (ii) and to charge a penalty fee equal to the amount of the provisions Sponsorship Fee due under this Agreement, without prejudice of a possible claim for additional damages. Upon the expiration or termination of this Agreement, and: (ai) all the breach is capable of remedy rights granted hereunder to the Sponsor shall immediately terminate; and (ii) without prejudice to Clause 10.1, each Party shall immediately return to the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes Party any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up and all Confidential Information of the other party (except for the purpose of a solvent amalgamation in its possession or reconstruction)control, or if it ceases or prepares to cease tradingdestroy such Confidential Information, or if it suffers the appointment of certifying such destruction through a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented statement executed by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date an registered representative of such terminationParty.

Term and Termination. 10.1 This a) The term of this Agreement (the “Term”) shall commence on the Effective Date hereof, and continue for until terminated in accordance with the Term as set out in the Order and any subsequent renewal termterms of this Section (15). 10.2 Either party b) Precision may by notice in writing terminate this Agreement or any SOW, without cause, upon ten (10) days’ prior written notice to the Vendor or immediately upon written notice in the event a Precision Client terminates the applicable Prime Contract. Precision shall be obligated to compensate Vendor only for Services satisfactorily provided and reimbursable expenses properly incurred up to the date of termination of the SOW or Agreement (as the case may be). c) Either Party may terminate this Agreement and/or any SOW issued hereunder, upon written notice to the other, with immediate effect if: 10.2.1 and, in the case of a termination by Precision, with no liability or obligation to make any further payment to Vendor, if the other party commits a Party: (i) is in material breach of any the terms of this Agreement and fails to cure such breach within thirty (30) days of its receipt of written notice from non-breaching Party specifying the nature of the provisions of this Agreement, and: breach; or (aii) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvencybecomes insolvent, is unable to pay its debts as dissolved or when they fall due or liquidated, makes any composition or arrangement with a general assignment for the benefit of its creditors, goes into liquidation or if any order is made files or has filed against it a resolution is passed petition in bankruptcy or has a receiver appointed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or substantial part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to d) Vendor may terminate this Agreement with immediate effect by without cause upon thirty (30) days prior written notice in writing to Precision, provided, however, that if at any the time during the Term of such notice, one or any renewal term: 10.3.1 the Client fails to make any payment due under more SOWs remain in effect, this Agreement shall remain in full in accordance effect with Clause 6;respect to such SOWs only, through the satisfactory completion of the Services described therein. 10.3.2 the Client commits a breach e) Upon receipt by Vendor of this any notice of termination of an SOW or his Agreement, Vendor shall (i) immediately cease performing any further work under the applicable SOW(s) and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject shall cease incurring additional expenses in connection therewith, (ii) promptly return or destroy all Confidential Information of Precision at Precision’s direction and (iii) immediately deliver all Work Product (including all work in progress) to a Change of Control Event; and / or 10.3.4 Specific provisions set out Precision in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.format requested by Precision

Term and Termination. 10.1 This Agreement The license hereunder shall continue for commence upon the Effective Date and shall expire on the [***] anniversary thereof; provided however, that if the effective date is not the first day of a calendar month then the Term as set out shall expire on the last day of the calendar month in which [***] anniversary of the Order and any subsequent renewal termEffective Date occurs. Notwithstanding the foregoing, the Term shall automatically renew for successive one year periods unless either party provided written notice of termination not less, than [***] prior to the expiration of the then current Term unless sooner terminated pursuant to Section 10.2. 10.2 Either The license hereunder may be terminated at any time: 10.2.1. By either party may by notice in writing terminate the event of a breach of this Agreement with immediate effect if:by another party that is susceptible of cure, immediately, upon the end of a [***] period after written notice of such breach to the breaching party, if such breach is not cured within the [***] period; provided, however, as long as the breaching party is diligently attempting to cure such breach for such [***] period, such cure period shall be extended by an additional period as may be required to cure such violation, but in no event more than an additional [***]. 10.2.1 10.2.2. By either party, immediately, if the other party commits a breach becomes insolvent, makes an assignment for the benefit of its creditors, or becomes the subject of any bankruptcy or insolvency proceedings, and such proceedings are not removed within sixty (60) days of their initiation. 10.2.3. By either party, if the other party ceases to do business. 10.2.4. By Licensee, immediately, in the event Licensee is enjoined from using any of the provisions Licensed Intellectual Property by a court of competent Jurisdiction. 10.2.5. By Licensee, upon the occurrence of a Change in Control Of Licensor Event. For the purposes of this Agreement, and:the term “Change in Control of Licensor Event” shall mean” 10.2.5.1. any person (a) other than any of the breach Rich Dad Personalities, or any company owned, directly or indirectly, by the Rich Dad Personalities in substantially the same proportions as their membership interests of Licensor), is capable or becomes the Owner (as hereinafter defined), directly or indirectly, of remedy and membership interests of Licensor representing [***] or more of the other party fails to remedy the breach within 30 days membership interests of receipt of a written noticeLicensor; 10.2.5.2. a merger, consolidation, reorganization, or other business combination of Licensor with any other entity, other than a merger or consolidation which would result in the membership interests of the Rich Dad Personalities existing immediately prior thereto continuing to represent (beither by continuing to exist or by being converted into membership interests or voting securities, as the case may be, of the surviving entity) more than [***] of the breach is not capable combined membership interests or voting power of remedythe voting securities of Licensor or such surviving entity outstanding immediately after such merger or consolidation; or 10.2.5.3. the members of Licensor approve a plan of complete liquidation of Licensor or the consummation of the sale or disposition by Licensor of all or substantially all of Licensor’s assets other than (cx) the breach is a material breach; 10.2.2 the other party is subject to an act sale or disposition of insolvency, is unable to pay its debts as all or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up substantially all of the other party assets of Licensor to a person or persons who the Owner, directly or indirectly, of at least [***] or more of the combined membership interests of Licensor at the time of the sale or (except for y) pursuant to a spin- off type transaction, directly or indirectly, of such assets to the purpose members of a solvent amalgamation Licensor. 10.2.5.4. For the purposes of this Section 10.2.5, the term “Owner” means any person who, directly or reconstruction)indirectly, through any contract, arrangement, understanding, relationship, or if it ceases otherwise has or prepares shares (i) the power to cease tradingvote, or if it suffers to direct the appointment voting of a receiversuch membership interest, administrative receiveror (ii) the power to dispose, administrator or similar officer over to direct the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2disposition of, such membership interest. 10.3 the Company shall be entitled to terminate Notwithstanding anything else in this Agreement with immediate effect by notice in writing if at any time during to the contrary, the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is shall terminate, without prejudice to any rights further action of either Licensor or obligations that may have accrued to either party as at Licensee, upon the date occurrence of such termination.a

Term and Termination. 10.1 This 4.1 Unless earlier terminated pursuant to this Section 4, the term of this Agreement shall continue for until the Term earlier of (i) three (3) years, or (ii) the completion of the Services performed in connection with the scope of the Agreement, as set out in the Order and any subsequent renewal termadjusted. 10.2 Either party 4.2 This Agreement may be terminated by notice in writing terminate this Agreement with either party, upon immediate effect if: 10.2.1 the other party commits a breach of prior notice, if any of the provisions of this Agreement, andfollowing conditions occur: (aA) If the breach authorization and approval to perform the Study in the United States is capable of remedy and withdrawn by Inspire or the other party fails to remedy the breach within 30 days of receipt of a written noticeFDA; (bB) If the emergence of any adverse reaction or side effect with the Product administered or the ORA device employed in the Services is of such magnitude or incidence in the opinion of Inspire to support termination; (C) If a party is in breach is not capable of remedya material term of this Agreement and, upon receipt of written notice of such breach from the other party, fails to cure such breach within thirty (30) days after said written notice of breach; or (cD) If results from a Study do not support continuing with the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up development of the other party (except for the purpose of a solvent amalgamation or reconstruction)Product, or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and determined in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2Inspire’s sole discretion. 10.3 4.3 Inspire shall have the Company shall be entitled right to terminate this Agreement with immediate effect by notice in writing if at any time during of the Term or any renewal termfollowing conditions occur: 10.3.1 the Client fails to make (A) For any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistentlyreason upon thirty (30) days prior written notice; or 10.3.3 The Client is subject to (B) Immediately upon written notice if the Start-Up Time (as defined in Exhibit A) exceeds [c.i.]. 4.4 Immediately upon receipt of a Change notice of Control Event; termination for the Services by either party, all Investigators shall stop enrolling Study subjects into the current Study and / or 10.3.4 Specific provisions set out shall cease conducting procedures on Study subjects already enrolled in the relevant Service Specifications applyStudy, to the extent medically permissible. 10.4 Termination 4.5 In the event of termination during the development due to Section 4.2, Section 4.3(B) or Section 8, neither party will be penalized for terminating, but Inspire will pay ORA for the Services provided by ORA for all clinical work approved and in progress at the time of termination and any pre-approved costs involved in winding down the Study(ies) including non-cancellable contracted obligations to which ORA is bound and which cannot be used with another client of ORA. 4.6 If Inspire terminates this Agreement for any reason is without prejudice other than according to Section 4.2 or Section 4.3(B), either during a Study or within [c.i.] of starting a Study, where a Study plan and schedule has been agreed upon between the parties, Inspire shall pay to ORA the total charge for that Study in full. Note: Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and submitted separately to the Securities and Exchange Commission 4.7 Sections 1.1, 1.3, 1.4, 1.6, 1.7, 1.8, and 1.9 and ▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇, ▇▇, ▇▇, 12, 13, 14, 15, 16, 17 and 18 shall survive expiration or termination of this Agreement. In addition, unless otherwise expressly set forth herein, no expiration or termination of this Agreement shall have any rights affect on any other obligation or obligations that may have accrued representation and warranty under this Agreement arising prior to either party as at the date of such expiration or termination.

Term and Termination. 10.1 This Agreement 8.1 Subject to this clause 8, each of the Services will commence on the Services Commencement Date and shall continue for the Term as set out in Initial Period. At the Order end of the Initial Period, each Service will be automatically renewed for the Renewal Period, and any subsequent renewal termthereafter for consecutive Renewal Periods, unless or until: 8.1.1 such Services are terminated pursuant to clause 8.2 of this Agreement or under the Specific Terms; or 8.1.2 this Agreement is terminated, whichever is earlier. 10.2 Either party 8.2 Both LNL and the Customer may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach provision of any of the provisions Services at the end of the Initial Period or any Renewal Period for such Services by providing not less than the Minimum Written Notice to the other party prior to the expiry of the Initial Period or the relevant Renewal Period (as the case may be). 8.3 LNL may terminate this Agreement or the provision of any of the Services under this Agreement at any time immediately upon written notice to the Customer if: 8.3.1 the Customer is in material breach of this AgreementAgreement which is capable of remedy, and: (a) and has failed to remedy such breach within 15 days of a written request from LNL to do so. Any failure by the Customer to pay any sum due under this Agreement by the due date for payment shall, without limitation, be a material breach of this Agreement which is capable of remedy and for the other party fails to remedy the breach within 30 days purposes of receipt of a written noticethis Clause 8.3.1; (b) 8.3.2 the Customer is in material breach of this Agreement which is not capable incapable of remedy. A breach of Clauses 4, 6 or 7 by the Customer shall, without limitation, be a material breach of this Agreement which is incapable of remedy for the purposes of this Clause 8.3.2; 8.3.3 it becomes unlawful for LNL (or any other third party supporting the Services) to continue to provide the Services, or any other third party supporting the Services is required to cease the Services by a competent regulatory authority; or (c) 8.3.4 any other third party supporting the breach is a material breachServices ceases to provide its services to LNL or otherwise materially changes the terms on which it provides its services to LNL, beyond the reasonable control of LNL; 10.2.2 8.3.5 the other party is subject Customer commences negotiations with all or any class of its creditors with a view to an act rescheduling any of insolvencyits debts, is unable to pay its debts as or when they fall due or makes enters into any composition or arrangement with its creditorscreditors generally. 8.4 The Customer may terminate this Agreement at any time immediately upon written notice to LNL if: 8.4.1 LNL is in material breach of this Agreement which is capable of remedy, goes into liquidation and has failed to remedy such breach within 15 days of a written request from the Customer to do so; or 8.4.2 LNL is in material breach of this Agreement which is incapable of remedy. 8.5 Either party may terminate this Agreement at any time immediately upon notice in writing to the other party if: 8.5.1 the other party suspends, or if any threatens to suspend, payment of its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or 8.5.2 an order is made or a resolution is passed for the winding up of the other party (except passed, or a notice is issued convening a meeting for the purpose of passing a solvent amalgamation or reconstruction)resolution, or if it ceases any analogous proceedings are taken for the winding-up, administration or prepares to cease tradingdissolution (other than a members' voluntary liquidation solely for the purpose of solvent amalgamation, reconstruction, reorganisation, dissolution, merger or if it suffers consolidation) of the appointment of a other party; or 8.5.3 any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer over is appointed over, or in respect of, the whole other party or any part of any of its business or assets; or 10.2.3 8.5.4 a creditor or encumbrancer of the continued performance thereof other party attaches or takes possession of, or a distress, execution, sequestration or other such process is prevented by reason levied or enforced on or sued against, the whole or any part of a Force Majeure Event as defined (its assets and in accordance with sub-clause 14.1) such attachment or process is not discharged within 14 days. 8.6 Upon termination or expiry of this Agreement or the provision of any of the Services: 8.6.1 the Customer shall immediately stop using the Services and the Parties are not able Customer's right to rescue this Agreement pursuant to sub-clause 14.2.use the Services shall immediately cease; 10.3 the Company shall be entitled to terminate this Agreement with immediate effect 8.6.2 any licences granted by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due LNL under this Agreement shall terminate; and 8.6.3 the Customer shall remain liable for all outstanding obligations and Fees including any termination or cancellation fees referred to in full in accordance with Clause 6;this Agreement. 10.3.2 8.6.4 all LNL Equipment shall be returned to LNL by the Client commits a breach Customer at the Customer's expense. 8.7 The following clauses shall survive the termination or expiry of this Agreement: 1.1.8, 5, 6, 7, 8, 9, 10, 11, 14 and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.15:

Term and Termination. 10.1 16.1. This Agreement shall, unless otherwise terminated as provided in this clause and/ or the Conditions, commence on the Commencement Date and shall continue for the Free Subscription Period (if any) and then subject to the agreement of Commercial Terms, for any Initial Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate Subsequent Term and, thereafter, this Agreement with immediate effect ifshall be automatically renewed for successive Renewal Terms, unless: 10.2.1 16.1.1. either party notifies the other party commits a breach of termination, in writing, on 30 (thirty) days’ prior notice at any time during the Initial Term or Subsequent Term whereupon this Agreement and the Contract shall terminate upon expiry of the notice period, provided that such notification shall be at least 30 days before the end of the Initial Term or Subsequent Term. 16.1.2. either party notifies the other party of termination, in writing, at least 30 days before the end of any Renewal Period, in which case this Agreement and the Contract shall terminate upon the expiry of the applicable Renewal Period; or 16.1.3. otherwise terminated in accordance with the provisions of this AgreementAgreement and the Conditions; 16.1.4. and the Initial Term together with any or Subsequent Term or Renewal Term(s) shall constitute the Subscription Term. 16.2. Without affecting any other right or remedy available to it, andPleXHub may terminate the Contract with immediate effect by giving written notice to the Customer if: (a) 16.2.1. the Customer commits a material breach of any other term of this Contract, which breach is capable of remedy and the other party irremediable or (if such breach is remediable) fails to remedy the that breach within 30 a period of 28 (twenty eight) days of receipt of a written noticeafter being notified in writing to do so; (b) 16.2.2. the breach Customer repeatedly breaches any of the terms of this Commercial Terms and/ or the Conditions in such a manner as to reasonably justify the opinion that its conduct is not capable inconsistent with it having the intention or ability to give effect to the terms of remedy; or (c) this Commercial Terms and/ or the breach is a material breachConditions; 10.2.2 16.2.3. the other party is subject Customer suspends, or threatens to an act suspend, payment of insolvency, its debts or is unable to pay its debts as or when they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 16.2.4. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any composition compromise or arrangement with its creditorscreditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 16.2.5. a petition is filed, goes into liquidation or if any order a notice is made or given, a resolution is passed passed, or an order is made, for or in connection with the winding up of the Customer other party (except than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or reconstruction)more other companies or the solvent reconstruction of the Customer; 16.2.6. an application is made to court, or an order is made, for the appointment of an administrator, or if it ceases a notice of intention to appoint an administrator is given or prepares if an administrator is appointed, over the Customer; 16.2.7. the holder of a qualifying floating charge over the assets of the Customer has become entitled to cease tradingappoint or has appointed an administrative receiver; 16.2.8. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; 16.2.9. a creditor or encumbrancer of the Customer attaches or takes possession of, or if it suffers the appointment of a receiverdistress, administrative receiverexecution, administrator sequestration or similar officer over other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days; 16.2.10. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 16.2.11. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events referenced in clause 12 to clause 13 (inclusive); 16.3. During the Free Subscription Term, PleXHub can terminate the Contract for the provision of the Services immediately. PleXHub will use reasonable efforts but shall not be obliged to notify the Customer in such circumstances. 16.4. On termination of the provision of the Services and/or the Commercial Terms for any reason: 16.4.1. all licences granted under this Contract shall immediately terminate; 16.4.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 16.4.3. PleXHub may destroy or otherwise dispose of any of the Data in its assetspossession; orand 10.2.3 16.4.4. any rights, remedies, obligations or liabilities of the continued performance thereof is prevented by reason parties that have accrued up to the date of a Force Majeure Event as defined (and termination, including the right to claim damages in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at respect of any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach Contract which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights existed at or obligations that may have accrued to either party as at before the date of such terminationtermination shall not be affected or prejudiced.

Term and Termination. 10.1 13.1 This Agreement shall continue for commences on the Term as set out in Effective Date and, unless terminated earlier pursuant to the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions terms of this Agreement, and:shall continue in force until the Services have been completed. 13.2 This Agreement may be terminated by Cadence forthwith (a) if the breach is capable Customer defaults in the timely payment of remedy any monies due to Cadence and the other party fails to remedy the cure such breach within 30 thirty (30) days from the date of receipt by the Customer of a written notice; any notice of such breach (b) in the breach event of the insolvency, bankruptcy, reorganisation assignment for the benefit of or composition with creditors of the Customer or if the Customer has a receiver, manager, administrative receiver or similar officer appointed to the whole or part of its assets or a resolution is not capable passed for its winding up (other than for the purpose of remedy; or a bona fide amalgamation or reconstruction) or an order is made for its winding up, dissolution or liquidation (c) if the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, Customer is unable to pay its debts as within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇ or when they fall due (d) if the Customer ceases or makes any composition threatens to cease or arrangement with carry on its creditors, goes into liquidation or business. 13.3 This Agreement may be terminated by either party upon thirty (30) days prior written notice if any order is made or a resolution is passed for the winding up of the other party (except for materially breaches or fails to perform any material term hereof and, in the purpose case of a solvent amalgamation or reconstruction)breach which is capable of remedy, or if it ceases or prepares fails to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined cure such breach within such thirty (and in accordance with sub-clause 14.130) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2day period. 10.3 13.4 Each party's obligations under Clauses 6, 7, 8.2, 9, 10, 11, 12, 13, 14, 15 and 16 of the Company Agreement shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during survive termination or expiration of the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach Agreement. Within thirty (30) days of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice reason, Cadence shall submit to the Customer an itemised invoice for any rights fees or obligations that may have expenses accrued and unpaid under this Agreement prior to either party as at the date of such termination. If Cadence terminates the Agreement by reason of the default of the Customer to pay any amounts owing hereunder, the rights of the Customer to use the Deliverables including any express or implied licenses which may have been granted herein shall immediately terminate.

Term and Termination. 10.1 22.1 This Agreement will commence on the Effective Date and will continue: 22.1.1 for a fixed period of xxx years from the Support Date (the "Initial Term"); 22.1.2 if the Client so requests in writing at least three (3) calendar months prior to the end of the Initial Term, after the Initial Term on the same terms (other than changes to the Charges agreed in accordance with clauses 15.3 and 15.4, or as otherwise agreed between the Parties in writing) for a period of XXXX (the “first Subsequent Term"); and unless terminated earlier by either party in accordance with this Agreement. For the avoidance of doubt, nothing in the Agreement shall continue oblige the Client to extend the Agreement for the first Subsequent Term as set out or the second Subsequent Term. 22.2 If the Client provides notice to extend the Agreement for a first Subsequent Term or a second Subsequent Term, the Parties shall prior to commencement of the relevant Subsequent Term review the Supported Software and agree the charges which apply for the relevant Subsequent Term. The Charges for any Subsequent Term shall not exceed the charges payable in the Order and any subsequent renewal termYear immediately prior to the relevant Subsequent Term. 10.2 Either party 22.3 The Client may by notice in writing terminate this Agreement with immediate effect by notice in writing at any time within three (3) months after the end of any Non-Performance period, provided that in respect of each calendar month during such Non-Performance period, the Client has notified the Supplier of the Supplier's failure to meet any Service Level. 22.4 The Client shall be entitled to terminate this Agreement for convenience at any time by giving the Supplier at least three (3) months’ notice in writing. If the Client terminates pursuant to this Clause 22.4 at any time during the Initial Term the Client shall not be entitled to any refund of Charges paid under this Agreement and shall pay to the Supplier a sum equal to the balance of the Charges due in respect of the Initial Term. If the Client terminates the Agreement pursuant to this Clause 22.4 during any Subsequent Term, the Client shall not be entitled to any refund of Charges paid under this Agreement. The sums referred to in this Clause shall be the Client’s sole and exclusive liability for termination of the Agreement in these circumstances and, except as set out in this clause, the Supplier shall not be entitled to any payment in respect of such termination. 22.5 Subject to Clause 25 (Dispute Resolution), either party may at any time terminate this Agreement and/or cancel or discontinue any Services (in whole or in part) with immediate effect by giving written notice to the other party if: 10.2.1 22.5.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 22.5.2 the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so. For the provisions avoidance of doubt, if the Supplier’s performance against the Service Levels meets the Termination Threshold set out in Schedule 2 (Service Level Agreement) this shall be a material breach for the purposes of this Agreement, and:; (a) the breach is capable of remedy and 22.5.3 the other party fails repeatedly breaches any of the terms of this Agreement in such a manner as to remedy reasonably justify the breach within 30 days opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of receipt of a written noticethis Agreement; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 22.5.4 the other party is subject to an act or any of insolvency, is unable to pay its debts as holding companies becomes insolvent or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of has a receiver, administrative receiver, administrator or similar officer over appointed or applies for or has called a meeting of creditors or resolves to go into liquidation (except for a bona fide amalgamation or reconstruction while solvent where the whole resulting entity agrees to be bound by and assumes that party's obligations under this Agreement) or part has a petition lodged against it in relation to any potential insolvency which is not successfully opposed within thirty (30) days of being lodged or an application is made to appoint a provisional liquidator of the other party or an administration order or notice of intention to appoint an administrator is given in relation to the other party or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with or assignment for the benefit of any of its assetsthe other party's creditors or any event analogous to any of the foregoing occurs in any jurisdiction; or 10.2.3 22.5.5 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able other party ceases or threatens to rescue this Agreement pursuant cease to sub-clause 14.2carry on its business. 10.3 the Company shall be entitled 22.6 The Supplier may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect immediately by notice in writing to the Client if at any time during the Term or any renewal termClient: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 622.6.1 undergoes a change of Control; 10.3.2 22.6.2 sells all of its assets or is merged or re-organised in circumstances where it is not the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistentlysurviving entity; or 10.3.3 The Client is subject to a Change 22.6.3 disputes the ownership or validity of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applySupplier's Intellectual Property Rights. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This a. The Term of this Agreement shall begin on the Commencement Date and shall continue for through the Term Expiration Date as set out indicated in the Order and any subsequent renewal termthis Agreement. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 b. In the other party commits a event of: i) Customer’s material breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client because Customer fails to make any payment due within thirty (30) days of the date of invoice, or ii) any other material breach of this Agreement by Customer which shall continue for thirty (30) or more days after Notice of such to Customer, L3Harris shall be entitled to avail itself cumulatively of any and all remedies available at law or in equity and either: i) suspend performance of its obligations under this Agreement for as long as the breach remains uncorrected; or ii) terminate this Agreement by written Notice to Customer if the breach remains uncorrected. c. In the event of a material breach of this Agreement by L3Harris, Customer shall provide L3Harris with a reasonably detailed Notice of the breach. L3Harris will have thirty (30) days to provide a written plan to cure the default and begin implementing the cure plan immediately after the plan is approved by Customer. Customer shall not unreasonably disapprove of such cure plan. If L3Harris does not satisfy the requirements of this clause, Customer may terminate this Agreement effective upon giving a thirty (30) days’ written Notice of termination. d. If L3Harris, in full in accordance with Clause 6; 10.3.2 its sole discretion, provides Services after the Client commits a breach termination or Expiration Date of this Agreement, the terms and conditions in effect at the breach is a minor breach which individually would not cause time of the termination but has continued persistently; or 10.3.3 The Client is subject or Expiration Date will apply to a Change of Control Event; those Services and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyCustomer agrees to pay for such as Demand Services. 10.4 Termination e. Any termination of this Agreement for any reason is without prejudice will not relieve either Party of obligations previously incurred pursuant to any rights or obligations that this Agreement, including payments which may have accrued to either party as be due and owing at the time of termination. All sums owed by Customer to L3Harris will become due and payable immediately upon termination of this Agreement. Upon the effective date of such termination, L3Harris will have no further obligation to provide Services.

Term and Termination. 10.1 This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue until the Initial Term Expiration Date set forth on the Order Form (the “Initial Term“) unless earlier terminated as provided herein. Thereafter, this Agreement shall be automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the terms described in this Agreement for subsequent periods of the same length as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice to the other Party at least sixty (60) days prior to the expiration of the current Term that such Party does not want to this Agreement to renew. 2.2. Expiration or termination of the Term as set out in the Order and of this Agreement shall not affect any subsequent renewal termobligation of Customer to make payments hereunder accruing prior to such expiration or termination. 10.2 Either party 2.3. If a Party materially breaches this Agreement, the other Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 by providing written notice to the other party commits a Party specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the provisions non-breaching Party at law, except as specified herein. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, and: Service Provider will make Customer Content (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to maintain (and in accordance with sub-clause 14.1unless legally obligated) and the Parties are not able or to rescue this Agreement pursuant to sub-clause 14.2provide any Customer Content. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This 9.1 The term of this Agreement shall continue extend for the Term as set out a period of ten (10) years unless terminated in the Order and any subsequent renewal termaccordance with this Agreement. 10.2 9.2 Either party may by notice in writing shall have the right to terminate this Agreement with immediate effect if: 10.2.1 on thirty (30) days' written notice in the event the other party allows or commits a fundamental breach of any the terms and conditions of this Agreement required on its part to be observed or performed and does not remedy or commence to remedy with diligent efforts such failure during the thirty (30) days following the date of the provisions written notice, provided that the License Fee specified in attachment "C" has been fully paid to LICENSOR, LICENSOR shall not terminate this Agreement for cause, except pursuant to paragraph 9.6 below. 9.3 Manufacturer shall notify LICENSOR of this Agreement, and: (a) the breach is capable any changes of remedy and the other party fails to remedy the breach ownership of more than 10% within 30 days of receipt of a said event. 9.4 Either party shall have the right to terminate this Agreement immediately on written notice; (b) notice in the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 event the other party (i) files a voluntary petition in bankruptcy, (ii) is subject to an act adjudged bankrupt, (iii) has its assets placed under bankruptcy or reorganization, (iv) has a trustee or receive appointed by a court for all or a substantial portion of insolvencyits assets, or (v) becomes insolvent, suspends business, is unable to pay its debts as bills in due course, or when they fall due or makes any composition or arrangement with assigns its creditors, goes into liquidation or if any order is made or a resolution is passed assets for the winding up benefit of creditors. 9.5 Any violation by MANUFACTURER of the other party (except for covenants or licensing restrictions regarding confidentiality and/or non-competition stated herein shall violate the purpose essence of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant and be grounds for immediate termination of this Agreement by LICENSOR. In addition to sub-clause 14.2. 10.3 the Company its remedies at law, LICENSOR, for each such documented violation by MANUFACTURER, shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term:a payment, as liquidated damages, of US$100,000 per occurrence. 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach 9.6 Upon termination of this Agreement, and the breach is a minor breach which individually would in accordance with its terms, with or without cause, LICENSOR shall not cause be liable to MANUFACTURER for any damages, expenditures, loss of profits or prospective profits of any kind or nature sustained or arising out of or alleged to have arisen out of such termination. The termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights shall not, however, relieve or obligations that may have accrued to release either party as at from making any payments which may be owing or fulfilling the date obligations under Article, inter alia, with respect to the scope of such terminationthe License granted and to safeguard the IP from infringement or theft, and the obligations of Articles 2, 3, 4, 6, 7, 8, 9.5, and 10.2 hereof.

Term and Termination. 10.1 14.1. Services provided under this Agreement shall be provided for the Services Period defined in the Customer Order, unless earlier suspended or terminated in accordance with this Agreement or the Order. The Services that are ordered will Auto Renew for additional Services Periods unless (i) The Customer provides Rocket Science with written notice no later than thirty (30) days prior to the end of the applicable Services Period of its intention not to renew such Services, or (ii) Rocket Science provides the Customer with written notice no later than ninety (30) days prior to the end of the applicable Services Period of its intention not to renew such Services. 14.2. UPON THE TERMINATION OF THE SERVICES FOR ANY REASON WHATSOEVER, THE CUSTOMER DATA WILL BE HELD FOR 30 DAYS FOR THE PURPOSES OF RETRIEVAL BY THE CUSTOMER. AT THE END OF SUCH 30-DAY PERIOD, AND EXCEPT AS MAY BE REQUIRED BY LAW, THE CUSTOMER CONTENT WILL BE DELETED OR OTHERWISE RENDERED INACCESSIBLE. 14.3. Rocket Science may temporarily suspend the Customer password, account, and access to or use of the Services if the Customer or the Customer Users violate any provision of this Agreement. Any suspension or termination by Rocket Science under this paragraph shall not excuse the Customer from its obligation to make payment(s) under this Agreement. 14.4. This Agreement shall continue for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may be terminated or suspended by notice in writing terminate this Agreement Rocket Science with immediate effect ifin the event that the Customer: 10.2.1 the other party 14.4.1. commits an act or omission that, if it was a breach natural person, would be an act of any insolvency in terms of the provisions Insolvency Act 24 of 1936, as amended; 14.4.2. institutes business rescue proceedings; 14.4.3. ceases operating its business as a going concern; or 14.4.4. is provisionally or finally liquidated. 14.5. If either party breaches a material term of this Agreement, and: (a) the breach is capable of remedy Agreement and the other party fails to remedy correct the breach within 30 days of receipt written notice of a written notice; (b) the breach, then the breaching party is in default and the non-breaching party may terminate the Order under which the breach is not capable of remedy; or (c) occurred. If Rocket Science terminates the breach is a material breach; 10.2.2 Order as specified in the other party is subject preceding sentence, the Customer must pay within 7 days all amounts that have accrued prior to an act of insolvencysuch termination, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed well as all sums remaining unpaid for the winding up Services under such Order plus related taxes and expenses. Except for nonpayment of fees, the other nonbreaching party (except may agree in its sole discretion to extend the 7 day period for so long as the purpose of a solvent amalgamation or reconstruction), or breaching party continues reasonable efforts to cure the breach. The Customer agrees that if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due default under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would Customer may not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in use the relevant Service Specifications applyServices ordered. 10.4 Termination 14.6. Provisions that survive termination or expiration of this Agreement for any reason is without prejudice are those relating to any rights or obligations that may have accrued limitation of liability, indemnification, payment and others which by their nature are intended to either party as at the date of such terminationsurvive.

Term and Termination. 10.1 10.1. This Funding Agreement shall continue for commence on the date of acceptance by the Partner Service, or on the date upon which the Employment Regulation Orders comes into effect to cover all roles across the sector as defined in the Early Years’ Service Joint Labour Committee Establishment Order whichever is the later date (“Effective Date”), and will expire on 31 August 2023 (Term) unless otherwise terminated by the Minister. 10.2. The Minister shall be entitled at any time during the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing to terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of immediately if any one or more of the provisions of this Agreement, andfollowing events occur: (ai) the breach Partner Service is capable removed from either the register of remedy prescribed Early Years services or the register of School Age Childcare services maintained by Tusla, the Child and the other party fails to remedy the breach within 30 days of receipt of a written noticeFamily Agency; (bii) the breach is not capable Partner Service, its employees, agents or any third party acting on behalf of remedy; orthe Partner Service knowingly makes a false or misleading statement, or fails to disclose information in relation to its obligations under this Agreement; (ciii) the breach is a material breach; 10.2.2 the other party is subject to If an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a an effective resolution is passed for the winding up of the other party Partner Service; (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of iv) If a receiver, administrative receiverexaminer or administrator is appointed over any of the property or assets of the Partner Service; (v) If the Partner Service shall commit a breach of any term or condition of this Agreement and, administrator if such breach is capable of remedy, shall not have remedied it within 30 days after written notification thereof has been served on the Partner Service; (vi) If a distress or similar officer over execution is levied or served upon any of the whole property or assets of the Partner Service and is not paid off within 30 days; (vii) If the Partner Service shall cease or threaten to cease to operate all or a substantial part of any of its assetsthe service; or 10.2.3 (viii) If any other event occurs which the continued performance thereof is prevented by reason Minister in their absolute discretion considers might or does materially adversely affect the ability of a Force Majeure Event as defined (and in accordance the Partner Service to operate the service and/or to comply with sub-clause 14.1) and the Parties are not able to rescue its obligations under this Agreement pursuant to sub-clause 14.2Agreement. 10.3 (ix) If the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client Partner Service fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits remedy a breach with regard to fee management within 30 days after written notification thereof has been served on the Partner Service, which will include refund of any excess charge to families using the service for the period through which the breach occurred. (x) If one or more Employment Regulation Orders relating to this sector which are in effect at the outset of the contract term, cease to be in effect. 10.3. On termination of this Agreement, the Partner Service shall repay to the Scheme Administrator on demand all, or, at the absolute discretion of the Scheme Administrator, a portion of, sums received in respect of the Scheme and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant event of default on such repayment, such sums shall be recoverable from the Partner Service Specifications applyas a simple contract debt. 10.4 Termination 10.4. The Partner Service shall pay all legal and other costs, charges and expenses incurred by the Minister in enforcing or endeavouring to enforce the repayment of any monies and/or compliance by the Partner Service with its obligations hereunder. 10.5. Except as provided by the provisions of sub-clause 10.2, this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to be terminated by either party as at by serving 3 months written notice to the date of such terminationother party.

Term and Termination. 10.1 This 13.1 The Agreement shall continue for commence on the Term as Effective Date and shall remain in force until all Minimum Periods of Service set out in all Orders have expired or been terminated in accordance with the Order provisions of this Agreement. After the expiry of all Minimum Periods of Service all Services provided hereunder and any subsequent renewal termthis Agreement shall thereafter automatically continue, unless and until either party terminates the Agreement by serving a thirty (30) day notice in writing. 10.2 13.2 Either party may immediately by notice in writing terminate this Agreement with immediate effect ifor any Order if one of the following events occurs: 10.2.1 13.2.1 the other party commits a material breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy Agreement or an Order and the other party fails has failed to remedy the cure such breach within 30 thirty (30) days after the terminating party has given a notice of receipt of a written notice; (b) default to the breach is not capable of remedyparty i n breach; or (c) 13.2.2 the breach is a material breach; 10.2.2 the other party is subject to an act of insolvencydeemed bankrupt or enters into liquidation, is unable to pay its debts as whether compulsory or when they fall due or makes any composition or arrangement with its creditorsvoluntary, goes into liquidation or if any order is made or a resolution is passed other than for the winding up purposes of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers is the appointment subject of a receiver, administrative receiver, administrator winding up petition or similar officer has a receiver or manager appointed over the whole all or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of 13.2.3 a Force Majeure Event as defined continues for more than thirty (and in accordance with sub-clause 14.130) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2days. 10.3 13.3 Upon termination of the Company Agreement or an Order: 13.3.1 the rights of the parties accrued up to the date of such expiry or termination shall remain unaffected; 13.3.2 the Customer shall co-operate fully with eir to recover the eir Equipment; 13.3.3 if eir terminates the Agreement for a material breach by the Customer, or if the Customer terminates the Agreement prior to the expiry of the Minimum Period of Service the Customer shall be entitled liable to terminate this Agreement with immediate effect by notice in writing if at any time during pay to eir the Term or any renewal term: 10.3.1 balance of the Client fails to make any payment due under this Agreement in full in accordance with Clause 6Charges; 10.3.2 13.3.4 eir may exercise a lien over any of the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights Customer Equipment or obligations that may have accrued to either party as Goods located on an eir Site at the date of such termination for any amount due pursuant to the terms of the Agreement or otherwise from the Customer to eir; and the Customer shall immediately upon such termination become liable to pay to eir the amount of any loss or damage suffered by eir as a result of the termination; and 13.3.5 eir shall have an automatic right to the Charges for a Service up to and including the date of termination.

Term and Termination. 10.1 ‌ 16.1 This Agreement enters into force on the effective date for a definite period of 12 (twelve) months after which this Agreement shall continue automatically renew with subsequent 12 (twelve) month periods until terminated in accordance with this article 16. 16.2 Each Party may terminate this Agreement for convenience taking into account 3 (three) months written notice prior to the Term as set out in end of the Order and any subsequent renewal then current term. 10.2 Either party 16.3 A Party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 if the other party commits a breach of any of the provisions of Party materially breaches this Agreement, and: and such breach: (a) the breach is capable incapable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; remedying; or (b) the breach is not being capable of remedy; orremedying, remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach containing sufficient detail of said breach. (c) 16.4 Article 13.3 contains an additional termination option applicable in the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose event of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2force majeure situation. 10.3 the Company shall be entitled to 16.5 Each Party may terminate this Agreement with immediate effect by written notice in writing if at the other Party is declared bankrupt or otherwise subject of any time during proceedings relating to its liquidation, winding-up, or insolvency. 16.6 In the Term or any renewal term: 10.3.1 the Client fails to make any payment due under case that VirtualMetric terminates this Agreement based on the non-performance or default on the Customer’s side, all fees that have been invoiced or would have become payable had this Agreement remained in full in accordance effect will become immediately due and payable, and the Customer shall pay such fees, together with Clause 6;previously accrued but not yet paid fees, on receipt of VirtualMetric’s invoice therefore. 10.3.2 the Client commits a breach of 16.7 If Customer properly terminates this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject Customer will be relieved of any obligation to a Change of Control Event; and / or 10.3.4 Specific provisions set out in pay any applicable fees attributable to the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at period after the effective date of such termination. 16.8 Termination of this Agreement, regardless of the reason for termination, requires the Customer to deinstall and refrain from any further use of the Software. Upon request of VirtualMetric, the Customer shall provide VirtualMetric with a written statement, signed by an executive of the Customer, confirming that the Customer has complied with the obligation to deinstall the Software and that the Customer shall refrain from any future use. 16.9 Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

Term and Termination. 10.1 13.1 This Agreement shall continue for come into force on the Term Effective Date and, unless terminated earlier as set out provided in this Clause 13, shall expire upon the Order and any subsequent renewal termcompletion of the Feasibility Studies as per Clause 7.1. 10.2 Either party 13.2 Ophthotech may by terminate this Agreement or a Feasibility Study (including any portion thereof) at any time upon delivery of thirty (30) days prior written notice in writing to Midatech. 13.3 Midatech may terminate this Agreement with immediate effect respect to a Feasibility Study at any time upon delivery of thirty (30) days prior written notice to Ophthotech, if:, in Midatech’s scientific opinion, it is unable to progress with such Feasibility Study in accordance with the relevant Work Plan. 10.2.1 13.4 Each Party shall have the other party commits a breach right to terminate this Agreement immediately in the event of any of the provisions of this Agreement, and: following: (ai) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is Party becomes insolvent or unable to pay its debts as they become due; (ii) the other Party makes an assignment of all or when they fall due or makes any composition or arrangement with substantially all of its assets for the benefit of its creditors, goes into liquidation if a receiver, trustee, liquidator or if any order is made sequestrator of all or a resolution is passed for the winding up of the other party (except for the purpose substantially all of a solvent amalgamation or reconstruction)Party’s assets is appointed, or if it ceases a party discontinues its business; or prepares to cease trading(iii) the other Party (A) files a voluntary petition in bankruptcy under the United States Bankruptcy Code or any comparable foreign law or (B) has an involuntary bankruptcy petition filed against it, or if it suffers which is not dismissed within ninety (90) days after the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2filing date. 10.3 the Company shall be entitled to 13.5 Each Party may terminate this Agreement with immediate effect by on thirty (30) days written notice in writing the event of a material breach or default in the performance of this Agreement by the other Party, provided, however, that such termination shall not take effect if the Party in breach or default cures such breach or default to the satisfaction of the terminating Party within the thirty (30) day notice period. 13.6 Any termination of this Agreement shall not affect any accrued rights or liabilities of any Party. 13.7 Upon termination or expiration of this Agreement: 13.7.1 Midatech shall promptly refrain from using the Intellectual Property of Ophthotech and the Confidential lnformation of Ophthotech; 13.7.2 Ophthotech shall promptly refrain from using the Intellectual Property of Midatech and the Confidential lnformation of Midatech; 13.7.3 Midatech shall destroy or return to Ophthotech, as per Ophthotech’s request and at Ophthotech’s expense, any time during remaining Compound or Compound-related information provided by Ophthotech which remains in Midatech’s possession. 13.7.4 Each Party shall promptly return to the Term other Party at other Party’s request and expense, all documents containing Confidential lnformation of other Party or any renewal term: 10.3.1 other items put at the Client fails to make any payment due other Party’s disposal under this Agreement (including, but not limited to, any notes and summaries, print-outs or copies of information stored in full electronic or computerized systems), except for one copy of each document to be retained by the receiving Party in accordance with Clause 6a confidential central file for archival purposes and as required by law or applicable regulation; 10.3.2 13.7.5 Midatech shall promptly deliver to Ophthotech, at Ophthotech’s request and expense, all Results and Deliverables in Midatech’s possession or control to the Client commits a breach extent not previously delivered to Ophthotech; and 13.7.6 Midatech shall refund any then-refundable Fees that have been paid hereunder other than, reasonable non-cancellable obligations properly incurred to perform the Feasibility Studies pursuant to this Agreement prior to receipt of notice of termination; provided that Midatech shall use reasonable efforts to mitigate such costs. In the event this Agreement is terminated by Ophthotech pursuant to Clause 13.5, the exclusion of non-cancellable obligations from Midatech’s refund obligation provided for in the foregoing sentence shall not apply. 13.7.7 Clauses 4.2, 4.6, 8.3, 8.4, 8.5, 8.8 – 8.12, 9.3 – 9.7, 10.1, 10.2, 11, 12, 13.7 and 14 – 22 shall survive the termination or expiration of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 A. This Agreement shall become effective on the date of execution and continue for twenty four (24) months, as may be extended by written agreement of the Term as set out in parties, unless earlier terminated pursuant to the Order and any subsequent renewal termterms of this Agreement. 10.2 (i) Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 or suspend any of its obligations hereunder in the event the other party commits a breach of any of the provisions of this Agreement, and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, including Exhibit A, and fails to cure such breach within 30 days from the date the defaulting party is notified of such breach in writing, provided, however, that except for defaults under clause (ii) below, if the breach is not reasonably capable of being cured in 30 days but the breaching party has commenced good faith efforts at a minor cure, then such cure period shall be extended for an additional 30 days period. (ii) In additional to Exhibit A criteria, the following shall also constitute grounds for declaring a material breach which individually would by GSP (except for any failures pursuant to Section 11 below): Average time to repair for GSP circuit failures exceeds 4 hours per failure for the preceding 10 circuit failures on a rolling basis (but excluding the highest and lowest repair times of the 10 for the purpose of such computation; or GSP circuit failures exceed ten (10) percent of total installed circuits in any given 30 day period. The foregoing two service level failures shall be deemed cured within the 30-day cure period solely if the applicable criteria is met for 30 consecutive days in the 60 day period following BAIS's declaration of a material breach. C. Either party may terminate this Agreement at any time by giving written notice, effective immediately, if the other party make an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to the bankruptcy laws. D. Upon sixty (60) days written notice to GSP, BAIS may alter any component of the Global Service Provider Service Requirements documents (hereinafter "Requirements"), attached hereto as Exhibit A, that in BAIS's discretion is necessary to maintain BAIS as an industry leader in the Internet access business by either meeting generally recurring customer requirements or achieving bona fide operational objectives. Notwithstanding paragraph B above, if GSP does not cause termination but comply with any changes to Exhibit A within sixty (60) days of written notification by BAIS, GSP shall be deemed to be in breach of this Agreement; provided however that BAIS shall not have the right to terminate this Agreement unless and until such breach has continued persistently; or 10.3.3 The Client is subject to for a Change period of Control Eventninety days after GSP has received written notice of breach by BAIS; and / or 10.3.4 Specific provisions set out in provided further, that if GSP has commenced good faith efforts to remedy such breach within such ninety day period, then such ninety-day period shall be extended by an additional thirty (30) day period. If such breach is continuing at the relevant Service Specifications applyend of such thirty (30) day period, then BAIS shall have the right to terminate or suspend the services provided hereunder. 10.4 Termination E. Upon the expiration or earlier termination of this Agreement except for any reason is without prejudice except a material breach by BAIS, and the failure of the parties to renew such agreement in the case of an expiration, GSP agrees to cooperate in making an orderly and seamless transition of BAIS end users off of the GSP Services to another GSP service provider; provided that in the event of an expiration, GSP shall be entitled to, and BAIS shall not compel GSP to cease, continue providing GSP services to BAIS end users as necessary to complete the terms of any rights dedicated access or obligations that may have accrued to either party as at the date of web hosting contracts extending beyond such terminationexpiration.

Term and Termination. 10.1 This 3.1 The term of Agreement shall continue is for the Term as set out in the Order and any subsequent renewal terma period of thirty-six months. 10.2 Either party may by notice 3.2 ThisAgreement is automatically renewed at the expiry of each term for a further minimum term of twelve months unless terminated in writing terminate terms of this Agreement. 3.3 In the event of any breach of any term or provision of this Agreement with immediate effect if: 10.2.1 by either party a party shall provide 30 days written notice to cure such breach prior to any termination notice. In the event that such a breach is incapable of being rectified, the other party commits a breach may terminate the Agreement by giving 30 days written notice. 3.4 Client may, at any time, terminate the Agreement for the Client’s convenience and without cause, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of any written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the provisions effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination. 3.5 Upon expiry or termination of this Agreement, and: Client must (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt expiry or termination) deliver to PA any Confidential Information of a PA in Client’s possession or, if requested by PA destroy or erase all copies of the same. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same. 3.6 Either party may terminate this Agreement immediately upon written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 notice to the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any benefit of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2creditors. 10.3 the Company 3.7 Client shall be entitled responsible for payment of all Services rendered prior to the effective date of termination or cancellation. 3.8 PA may terminate this Agreement immediately with immediate effect by written notice in writing if at any time during invoice is unpaid for a period greater than 30 days following its due date. 3.9 PA reserves the Term or any renewal term: 10.3.1 right to suspend the provision of Services if the Client fails to make engages any payment due under this Agreement other party for similar Services provided by PA in full in accordance with Clause 6; 10.3.2 the Client commits a breach terms of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination 3.10 Upon expiry or termination of this Agreement a Subscription for a Cloud Platform, Client may request (within 30 working days of expiry or termination) PA deliver to Client an extraction of any reason is without prejudice to any rights Client Data. Any Professional Services associated with extraction, preparation or obligations that may have accrued to either party as at the date delivery of such terminationClient Data will be charged on a time and materials basis.

Term and Termination. 10.1 This 9.1. The term of this Agreement shall continue begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on March 31, 2010, or earlier, and unless previously terminated as hereinafter set forth, shall remain in force for a period of ten Years beginning with the Term as set out First Shipment Date. TIANWEI Initials & Date A▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ Initials & Date DS August 4, 2008 9.2. Each Party may, at its discretion, upon written notice to the other Party, and in the Order addition to its rights and remedies provided under this Agreement or any subsequent renewal term. 10.2 Either party may by notice other agreement executed in writing connection with this Agreement and at law or in equity, terminate this Agreement with immediate effect if: 10.2.1 in the other party commits a breach event of any of the following: 9.2.1. Upon a material breach of the other Party of any material provision in this Agreement, and failure of the other Party to cure such material breach within [*] days after written notice thereof; provided, however, that such cure period shall not modify or extend the [*] cure period for HOKU’s delivery obligations pursuant to Section 3.3 above; and provided, further that such [*] day cure period shall not apply to TIANWEI’s failure to make any payment to HOKU pursuant to this Agreement. In the event of TIANWEI’s failure to make payment on the [*] payment terms set forth in Section 5.6 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if payment is not made within an additional grace period of not less than [*] business days. For purposes of this Section 9.2.1, a “material breach” means a monthly shipment which is delayed beyond [*] days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. 9.2.2. Upon the voluntary or involuntary initiation of bankruptcy or insolvency proceedings against the other Party; provided, that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have [*] working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such proceeding; 9.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 9.2.4. In accordance with the provisions of Section 12 (Force Majeure) below; provided, however, that TIANWEI may not terminate this Agreement pursuant to Section 12 if HOKU is supplying Products to TIANWEI pursuant to Section 3.2 of this Agreement. 9.2.5. Without limiting the foregoing, TIANWEI shall have the right to terminate this Agreement if (A) HOKU does not deliver the Officer’s Certificate pursuant to Section 13.3 below by the date specified therein, or (B) the First Shipment Date does not occur on or before March 31, 2010. 9.3. HOKU shall have the right to terminate this Agreement if (A) on or before the fifteenth (15th) calendar day after the Effective Date, TIANWEI has failed to pay the Initial Deposit; (B) on or before the thirtieth (30th) day after the Effective Date, TIANWEI has failed to provide the Standby Letter of Credit, in which case, HOKU shall be entitled to retain the Initial Deposit as liquidated damages; (C) on or before November 15, 2008, TIANWEI and the Issuing Bank have failed to pay the Second Deposit, in which case HOKU shall retain the Initial Deposit as liquidated damages; (D) on or before January 15, 2009, TIANWEI and the Issuing Bank have failed to pay the Third Deposit, in which case HOKU shall retain the Initial Deposit and the Second Deposit as liquidated damages; or (E) TIANWEI and the Issuing Bank have failed to pay the Fourth Deposit in accordance with Section 5.4 of this Agreement, and: (a) in which case HOKU shall retain the breach is capable of remedy Initial Deposit, the Second Deposit and the other party fails to remedy Third Deposit as liquidated damages. 9.4. Upon the breach within 30 days expiration or termination of receipt of a written notice; this Agreement howsoever arising, the following Sections shall survive such expiration or termination: Sections 1 (b) the breach is not capable of remedyDefinitions); or Section 7 (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstructionProduct Quality Guarantee), or if it ceases or prepares to cease tradingSection 8 (Inspection and Return Goods Policy); Section 9 (Term and Termination); Section 10 (Liability); Section 11 (Liquidated Damages); and Section 14 (General Provisions). TIANWEI Initials & Date A▇ ▇▇▇▇▇▇ ▇, or if it suffers the appointment of a receiver▇▇▇▇ ▇▇▇▇ Initials & Date DS August 4, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or2008 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue 9.5. If TIANWEI terminates this Agreement pursuant to sub-clause 14.2Section 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.5 or 12 then any funds remaining on the Total Deposit on such date of termination shall be returned to TIANWEI; provided however that if TIANWEI is in material breach of this Agreement at the time it terminates this Agreement, then HOKU shall not be required to repay any remaining amount of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless TIANWEI cures such breach within the applicable cure period) or TIANWEI’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 11). 10.3 the Company 9.6. If HOKU terminates this Agreement pursuant to Section 9.2.1, 9.2.2, 9.2.3, 9.2.4, or 12 then HOKU shall be entitled to terminate this Agreement with immediate effect by notice in writing if at retain the Total Deposit including any time during funds remaining on the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full Total Deposit on such date of termination in accordance with Clause 6;Section 11. “Funds remaining” on the Total Deposit are funds not applied against TIANWEI’s purchase of Product, pursuant to Section 5.6 above, for Product actually shipped to TIANWEI hereunder. 10.3.2 9.7. If TIANWEI terminates this Agreement pursuant to Section 9.2.1 due to HOKU’s breach of Section 3.4, then [*]% of the Client commits a funds remaining on the Total Deposit on such date of termination shall be returned to TIANWEI within [*] calendar days, with any late payment accruing interest pursuant to Section 5.8 above; provided however that if TIANWEI is in material breach of this Agreement at the time it terminates this Agreement, then HOKU shall not be required to repay any portion of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless TIANWEI cures such breach within the applicable cure period) or TIANWEI’s other outstanding and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applyunpaid obligations hereunder (including, without limitation, obligations under Section 11). 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 4.1 This Agreement and the license hereby granted shall continue for commence on the Effective Date and shall remain in full force and effect during the twelve (12) full months following the Effective Date unless extended or terminated prior to such date pursuant to this Section (as extended or otherwise modified, the "Term"). The Term shall terminate automatically without notice at 11:59 P.M. on the last day of such 12th month, provided, however, that the Parties may extend the Term as set out in the Order and any subsequent renewal termby mutual written agreement. 10.2 Either party 4.2 PFI and RF may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 for cause upon any material breach of this Agreement by the other party commits Party as provided in this Section 4.2. In the event of a material breach of this Agreement by on Party under the terms of this Agreement, the other Party shall deliver written notice to the allegedly defaulting Party specifying in detail the nature of such material breach. In the event such defaulting Party fails to cure such material breach within thirty (30) days following the delivery of such notice if such breach is not solely caused by the non-payment of fees and expenses under this Agreement, or five (5) business days following the delivery of such notice if such breach results from the non-payment of any fees or expenses under this Agreement, the non-defaulting Party may immediately elect to terminate this Agreement. Additionally, either PFI or RF may terminate this Agreement immediately on written notice to the other Party upon the occurrence of any of the provisions of this Agreement, andfollowing: (a) the breach is capable 4.2.1 The insolvency of remedy and the other party fails Party; 4.2.2 The institution of any proceeding or arrangement by or against the other Party relating to remedy or in the breach within 30 days of receipt nature of a written notice; (b) bankruptcy, insolvency or assignment for the breach benefit of creditors, which proceeding or arrangement is consented to by such Party or is not capable dismissed or discontinued within forty-five (45) days after the institution of remedysuch proceeding or arrangement; or (c) 4.2.3 the breach is a material breach; 10.2.2 the other party is subject to an act making of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed assignment for the winding up benefit of the other party (except for the purpose of a solvent amalgamation creditors or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiverreceiver of or for the other Party or of or for all or substantially all of the business, administrative receiverassets or properties of the other Party. 4.3 Notwithstanding any provision to the contrary in this Section, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) this Agreement and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 license granted hereby shall continue after the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during end of the Term with respect to any Product in transit from PFI's warehouse. Promptly after the end of the Term, PFI shall return all Products then held by PFI to RF or any renewal term: 10.3.1 other party designated by RF, at RF's expense, including all labor and other internal costs at standard hourly rates and all freight and other out-of-pocket costs with respect to the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, organization and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date transfer of such terminationProducts.

Term and Termination. 10.1 This 14.1 Unless terminated sooner as provided below, this Agreement shall will continue in full force and effect until all of the IMM Patents have expired and/or have been held invalid or unenforceable by a decision of a court, patent office or other governmental agency of competent jurisdiction, which decision cannot be appealed or was not appealed within the time allowed for the Term as set out in the Order and any subsequent renewal termappeal. 10.2 Either party 14.2 DMI may by notice in writing terminate this Agreement with immediate effect if:at any time upon six (6) months written notice to IMM. 10.2.1 14.3 The parties may at any time terminate this Agreement, in part or in its entirety, by mutual written agreement. 14.4 In the other party commits event of a breach or default in respect of any of the provisions terms of this Agreement by either party, the other party shall give notice in writing, specifying in detail the nature of the breach or default. If the alleged breach or default is not cured within sixty (60) days after receipt of this notice, the party giving notice shall have the right to immediately terminate this Agreement by giving a second written notice to the breaching party. 14.5 In the event of either party experiencing financial difficulties, that party shall immediately notify the other party to that effect. The party so notified shall have the right to terminate this Agreement within thirty (30) days of said notification. In the event IMM is the party having financial difficulties, DMI may, instead of terminating the Agreement, assume IMM’s financial obligations under this Agreement, andand subtract an amount which is 150% of any payments made on IMM’s behalf from any payments due to IMM pursuant to the terms of Articles 3 and 5. A party shall be considered as having financial difficulties by: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt a. that party’s commencement of a written noticevoluntary case under any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of such a voluntary case; b. that party’s failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 wherein the other party is subject not a party to the case) within sixty (60) days after initiation of such action or petition; c. that party’s seeking relief as a debtor under any applicable law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by consenting to or acquiescing in such relief; d. the entry of an act order by a court of insolvencycompetent jurisdiction finding it to be bankrupt or insolvent, is unable to pay or ordering or approving its debts as liquidation, reorganization, or when they fall due any modification or makes any composition or arrangement with alteration of the rights of its creditors, goes into liquidation or if any order is made assuming custody of, or appointing a receiver or other custodian for, all or a resolution is passed substantial part of its property or assets; or e. that party’s making an assignment for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction)benefit of, or if it ceases or prepares to cease tradingentering into a composition with, its creditors, or if it suffers appointing or consenting to the appointment of a receiver, administrative receiver, administrator receiver or similar officer over the whole other custodian for all or a substantial part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2property. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause 14.6 Upon termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice except for a material breach or default by IMM or as provided in Section 14.1: a. All rights and licenses granted to DMI hereunder shall revert to IMM, except that DMI shall have the right to sell any rights or obligations Product(s) in inventory as provided in Subsection (b) of this Section 14.6; b. DMI shall cease all activities with respect to the Product(s), including all making (by DMI and/or by Third Parties for DMI), using, selling, offering for sale, marketing, commercializing, importing and exporting of Product(s). Notwithstanding the foregoing, DMI shall have the right to sell any Product(s) in inventory at prices of its chosing, provided DMI makes the payments and reports required by Article 3. c. If requested by IMM, DMI shall (i) remain responsible to supply the amounts of Product(s) required for Commercial Sales at the time of such termination for a reasonable period of time, not to exceed six (6) months from the date of termination, to allow IMM to find an alternate source of supply, (ii) make its personnel and other resources reasonably available to IMM as necessary for a reasonable period of time, not to exceed six (6) months from the date of termination, to effect an orderly transition of responsibilities, and (iii) provide and assign to IMM all clinical data, Regulatory Approval Applications, Regulatory Approvals, and all other regulatory documentation covering the Product(s) that DMI may have accrued developed in its activities under this Agreement. If termination of the Agreement occurred because of a breach by DMI, then DMI will be responsible for all of the costs of performing these obligations. Otherwise, IMM will be responsible for all of the costs of performing these obligations. d. DMI’s sublicense(s) of its rights shall be transferred to IMM. The sublicense(s) will remain in full force and effect so long as the sublicensee(s) perform(s) the obligations of the sublicense(s), and IMM shall have all of the rights and benefits of the sublicense(s) (including the right to receive 100% of all payments due under the sublicense(s)) and shall be responsible for performing all of the obligations required of DMI by the sublicense(s). DMI will execute such documents as may be requested by IMM to attest to the transfer to IMM of all of its sublicense(s). 14.7 Upon termination of this Agreement as provided in Section 14.1 or upon termination of this Agreement for a material breach by IMM, the exclusive license and all of the other rights granted to DMI shall be deemed to be irrevocable and fully paid-up. 14.8 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party as at from any obligation matured prior to the effective date of such termination, and neither party waives any rights it may have to remedies arising out of the termination or breach of surviving obligations.

Term and Termination. 10.1 a. Subject to the provisions of Section 10b, the initial term of this Agreement shall be for eighteen (18) months. This Agreement shall continue be automatically renewed for successive additional one (1) year periods, unless a terminating party provides the Term as set out in the Order and any subsequent renewal term. 10.2 Either non-terminating party may by not less than ninety (90) days prior written notice in writing of its intent to terminate this Agreement with immediate effect ifprior to the expiration of any term or renewal thereof. For purposes of this Agreement "Term" includes the initial term and any renewals thereof. b. This Agreement and the Term may be terminated as follows: 10.2.1 (1) By the other party commits a breach unaffected Party without liability at any time upon seven (7) days prior written notice upon the happening of any of the following events: (a) A Party ceases to function as a going concern or to conduct its operation in the normal course of business, (b) A Party becomes involved in financial difficulties resulting in the appointment of a receiver or trustee, establishment of a moratorium for the payment of indebtedness, a petition in bankruptcy or an assignment on behalf of a Party's creditors, or (2) If any Party commits a material breach of any provisions of this Agreement, and: (a) a non-breaching Party may terminate the Agreement at any time, if after providing written notice to the breaching Party of the alleged breach or failure, the breach is capable or failure remains uncured for a period of remedy and the other party fails to remedy the breach within 30 thirty (30) business days of after receipt of such notice; provided, however, that a written notice; (b) the breach is Party shall not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject be entitled to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed more than one cure period for the winding up same or similar categories of breaches during the other party initial or any renewal Term of this Agreement. Subject to Section 14 hereof, failure by Video News to (except for the purpose of a solvent amalgamation or reconstruction)x) meet production schedules, or if it ceases or prepares (y) provide access to cease tradingeach VNW and emergency technical support to Clients twenty four (24) hours a day, or if it suffers seven days a week and provide standard technical support, as required, to meet Clients' reasonable standards, shall be deemed to be material breaches of this Agreement; provided, however, that the appointment sole remedy for such deemed breaches shall be termination of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and this Agreement in accordance with sub-clause 14.1) and this paragraph 10. c. Promptly after completion of the first 120 days of the Term, the Parties are not able shall agree in writing on minimum volume levels which PR Newswire will use its reasonable best efforts to rescue this Agreement pursuant achieve. Subject to sub-clause 14.2. 10.3 the Company Section 14 hereof, failure by PR Newswire to meet such volume levels mutually agreed in writing shall be entitled deemed to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits be a material breach of this Agreement; provided, however, that the sole remedy for such deemed breach shall be termination of this Agreement in accordance with this paragraph 10. d. Subject to written commitments with Clients in substantially the form approved by Video News, and the breach is next sentence of this Section 10c, after termination of this Agreement, PR Newswire shall have no further express authorization or consent from Video News to use any VNW in any manner whatsoever. Notwithstanding the foregoing, at PR Newswire's request, Video News will negotiate in good faith with PR Newswire to extend to PR Newswire, following expiration or termination of this Agreement, a minor breach which individually would not cause perpetual license to broadcast each VNW completed prior to expiration or termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at via the date of such terminationInternet on commercially reasonable terms and conditions (a "Post Term Purchase").

Term and Termination. 10.1 7.1 The term of this Agreement shall begin on the Effective Date written above and will remain in effect until either party terminates the Agreement as set forth in this Section 7. This Agreement shall continue for remain in effect until all active Order Form(s) have expired or are cancelled with such termination effective with a thirty (30) day written notice to the Term as set out in the Order and any subsequent renewal termother party. 10.2 Either 7.2 Any Order Form(s) hereunder may be terminated by either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 (the “non-defaulting party”) if the other party (the “defaulting party”) commits a material breach of any of its obligations hereunder or in any Order Form and such breach remains uncured for thirty (30) days following receipt of written notice from the provisions of this Agreement, and: other party. Innovu may suspend Customer’s access to the Solution(s) and stop related services if: (a) the breach is capable of remedy and the other party Customer, as applicable, fails to remedy pay any invoice issued by Innovu in accordance with the breach Agreement within 30 ten (10) business days of receipt of a written notice; after the due date; or (b) such suspension is necessary to stop or prevent illegal activity on the breach is not capable Solution by Customer or Customer Users. In the case of remedy; or such suspension, Innovu will (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is unless otherwise prevented by reason applicable law or court order) restore Customer’s access and resume provision of a Force Majeure Event Solutions promptly upon: (i) receipt of payment, or, as defined applicable, (ii) cessation of illegal activity and in accordance with sub-clause 14.1) and the Parties are reasonable assurance from Customer that such illegal activity will not able to rescue this Agreement pursuant to sub-clause 14.2resume. 10.3 the Company shall be entitled to 7.3 The City may terminate this Agreement with immediate effect by and any active Order Form(s) pursuant to Section 2.2. In such event, the Customer shall provide Innovu at least thirty (30) days written notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications applytermination. 10.4 Termination 7.4 In the event of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at such termination, Customer shall pay all fees due upon the date of such termination subject to the satisfactory performance of Innovu’s obligations under this Agreement. Such payment shall be Innovu’s sole right and remedy for such termination. Customer shall be relieved from any obligation to pay any fees for any period subsequent to such termination. Customer’s payment obligation set forth in this Section 7.4 shall apply only if, prior to such termination, Customer assumed the obligation to pay Innovu directly for the Solutions. 7.5 All provisions of this Agreement that, by their nature and content, should survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive and continue to bind the parties.

Term and Termination. 10.1 17.1. This Agreement shall continue for the Term as set out in the Order and any subsequent renewal term. 10.2 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 the other party commits a breach of any of the provisions of this Agreement, andbe terminated: (a) by either party, without cause and without providing any reasons, upon seven (7) days’ prior written notice to the other party; or (b) by us immediately without notice and without payment in lieu of notice if: (i) you (or your employee, officer or agent) commit a material breach 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 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 law; (vi) you (or your employee, officer 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, affairs or reputation of Beam or which in our opinion renders the continued provision of the Beam Services adverse to the interests, 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. 17.2. For all other breaches of this Agreement, you will be provided notice and a reasonable opportunity to remedy the breach. If the breach is capable remedied in a timely manner and to Beam’s satisfaction, Beam may choose not to terminate this Agreement. 17.3. Notwithstanding the provisions of remedy clause 17.1 and 17.2, Beam may terminate this Agreement or deactivate your account immediately in the other party fails event that Beam reasonably believes that such action is necessary to remedy protect the safety or interests of Beam, any member of the Beam Group, users of the Beam App or third parties, or to promote or protect Beam's business and operations. 17.4. Clauses 8 to 11 shall survive the termination or expiration of this Agreement. 17.5. 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. 17.6. If Beam terminates this Agreement because you are in breach within 30 days of receipt any of a written noticeyour main obligations, then: (a) you will no longer be able to be in possession of the Beam Vehicles; (b) you shall return the breach is not capable Beam Vehicle(s) in your possession within 24 hours of remedy; orthe termination, regardless of whether your services have been fully performed; (c) you must use all reasonable efforts to return the breach is Beam Vehicle(s) to us as soon as possible at your own expense to a material breachplace directed by us together with all chargers supplied by us (or equivalent); 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or (d) if any order is made or a resolution is passed for the winding up your services have not been fully performed upon return of the other party (except for the purpose of a solvent amalgamation or reconstructionBeam Vehicle(s), or if it ceases or prepares your Contract Fees may be reduced at Beam’s sole and absolute discretion; and (e) 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 Beam App to cease tradingaddress 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, claim, question, or if it suffers the appointment disagreement and engage arising out of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able relation to rescue this Agreement pursuant to sub-clause 14.2or the provision of the Beam Services. 10.3 18.2. For the Company avoidance of doubt, compliance with clause 18.1 shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued condition precedent to either party as at the date of such terminationcommencing arbitration under clause 19.

Term and Termination. 10.1 This The Agreement shall commence on the first day of the Initial Subscription Period and shall continue for the Term Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as set out they may agree to in writing (the Order and any subsequent renewal term“Renewal Period”). 10.2 Either party Maynooth University (acting as agent on behalf of the Members) may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 without cause by notifying the other party commits a breach of any Publisher, in writing, at least sixty days before the end of the provisions of relevant Subscription Year, in which case this Agreement, and: (a) Agreement shall terminate upon the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up expiry of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2applicable Subscription Year. 10.3 Maynooth University (acting as agent on behalf of the Company shall be entitled to Members) may terminate this Agreement with immediate effect by written notice to the Publisher if the Publisher is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breach within thirty (30) days of receipt of notice in writing of such breach. 10.4 A Member’s participation in this Agreement may be terminated with immediate effect by the Publisher on written notice if at the Member is in material breach of any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due obligation under this Agreement and, in full in accordance with Clause 6; 10.3.2 the Client commits event of a material breach capable of this Agreementbeing remedied, and fails to remedy the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change within thirty (30) days of Control Event; and / or 10.3.4 Specific provisions set out receipt of notice in the relevant Service Specifications applywriting of such breach. 10.4 Termination of 10.5 If a Member’s participation in this Agreement for any reason is without prejudice to any terminated then that Member’s further rights or and obligations that may have accrued to either party as at under this Agreement shall cease upon the effective date of such termination, but such termination: 10.5.1 shall not prejudice any rights or liabilities of any party in connection with that Member which may have arisen on or before the effective date of such termination; and 10.5.2 shall have no effect on the continuation in force of the Agreement. 10.6 Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause 10.4) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 10.6.1 continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 10.6.2 by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 10.6.3 supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or 10.6.4 granting access to the same Licensed Material through one of the e-journals archiving solutions as listed in SCHEDULE 3 – Industry Standards and Related Obligations. For the avoidance of doubt, access to and use of archival copies shall be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. 10.7 Members are permitted to: 10.7.1 mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 10.6.1 and 10.6.3; 10.7.2 communicate, make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 10.7.3 make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher in any way to ensure their future preservation and accessibility in accordance with this Agreement; 10.8 In the event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable endeavours to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 10.8.1 through the Publisher’s server; or 10.8.2 by supplying such material without charge to Members in accordance with the procedure described in Clause 10.6. 10.9 In the event that the Publisher ceases to publish a part or parts of the Licensed Material (including back issues of a title as part of the Licensed Material), the Publisher will: 10.9.1 maintain a digital archive of such Licensed Material; 10.9.2 make the digital archive available to Members without charge either through the Publisher’s server, via a third party server (including e-journals archiving initiatives as listed in SCHEDULE 3 – Industry Standards and Related Obligations) or by supplying the digital archive to Member without charge in accordance with the procedure described in Clause 10.6. 10.10 The archival copies supplied in accordance with Clauses 10.6.1 to 10.

Term and Termination. 10.1 This Agreement shall continue for 16.1. If at any time after the Term as set out first Trading Year CSG has been unable to collectively Trade at least 30% of Carbon Credits available to be Traded in that Trading Year then within one month of the Order and any subsequent renewal term. 10.2 Either expiry of that Trading Year either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 to the other party commits terminate this Agreement. Provided that a party shall only be entitled to rely on this clause where it has used its best endeavors to do all things required on its part to facilitate a Trade.This shall be in addition to any other rights of Termination. If written notice is not served within that one month period then that party shall be deemed to have waived its right to give such notice. No Party shall be entitled to give a Termination Notice under this clause if it has failed to comply with its obligations under clause 7.4. 16.2. Where a breach of can be remedied any of the provisions of this Agreement, and: (a) the breach is capable of remedy and party may give written notice to the other party fails or parties requiring that party or those parties to remedy the breach within 30 thirty (30) days of receipt the date of a written noticeservice of the notice on the party in breach. The notice must be signed by an officer of the party giving the notice and must state:- a. The details of the breach; b. What the party giving the notice requires to be done to remedy the breach; and c. A statement that if the breach is not remedied within thirty (b30) days of the date of service of the notice, the Service Agreement will be terminated. 16.3. Where a notice has been served under clause 16.2 and the breach is not remedied by the party in breach within the said thirty (30) days (referred to in clause 16.2) then this Agreement will automatically terminate on the 31st day unless the party giving the notice withdraws it in writing within the said thirty (30) days. Such withdrawal much be served on the party or parties in breach in the said 30 day time period. 16.4. Where a breach is not capable of remedy; or (c) the breach remedy and it is a material breach; 10.2.2 breach of an Essential Term then the party or parties not in breach may by giving written notice to the other party or parties terminate this Agreement. 16.5. On termination each party must promptly return all property in its possession that is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes owned by any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2party. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party as at the date of such termination.

Term and Termination. 10.1 This Where there are no active Statements of Work under this Agreement for a period of 12 months or more, either party may terminate this Agreement upon the giving of 30 days’ written notice to the other party. 10.2 The commencement date and term of any Statement of Work shall continue for the Term be as set out in the Order and any subsequent renewal termrelevant Statement of Work. 10.2 Either party 10.3 Robiquity may by terminate a Statement of Work immediately on written notice in writing terminate this Agreement with immediate effect ifif the Customer: 10.2.1 the other party 10.3.1 commits a an irremediable material breach of any of the provisions terms of this Agreementthat Statement of Work, and: (a) the persistently commits remediable breaches or commits any remediable material breach is capable of remedy and the other party fails to remedy the breach it within 30 days of receipt of a written noticenotice of the breach requiring remedy of the same; 10.3.2 fails to pay any undisputed amount due to Robiquity as it falls due (bunder that or any other any Statement of Work) the breach is not capable and fails to remedy that non-payment within seven days of remedyreceipt of a notice requiring it to do so; or (c) 10.3.3 makes an arrangement with or enters into a compromise with its creditors, becomes the breach is subject of a material breach; 10.2.2 voluntary arrangement, receivership, administration, liquidation or winding up, applies to court for, or obtains, a moratorium under Part A1 of the other party is subject to an act of insolvencyInsolvency Act 1986, is unable to pay its debts as or when they fall due otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.4 The Customer may terminate a Statement of Work immediately on written notice if Robiquity: 10.4.1 commits an irremediable material breach of any of the terms of that Statement of Work, persistently commits remediable breaches or commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; 10.4.2 makes any composition an arrangement with or arrangement enters into a compromise with its creditors, goes into becomes the subject of a voluntary arrangement, receivership, administration, liquidation or if any order is made winding up, applies to court for, or obtains, a resolution is passed for the winding up moratorium under Part A1 of the Insolvency Act 1986, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other party (except for similar process or event, whether in the purpose United Kingdom or elsewhere. 10.5 In the event of termination of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment Statement of a receiver, administrative receiver, administrator or similar officer over the whole or part of Work for any of its assets; orreason: 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and 10.5.1 any Fees already paid shall be non-refundable except where expressly stated otherwise in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 or the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6relevant Statement of Work; 10.3.2 10.5.2 any amounts invoiced under the Client commits a breach terminated Statement of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement for any reason is without prejudice to any rights or obligations that may have accrued to either party Work as at the date of such termination shall continue to be due and payable in accordance with the standard payment terms; 10.5.3 Robiquity may invoice for any Services performed and Deliverables provided up until the date of termination and any expenses incurred in accordance with clause 9.4, and those invoices shall be due and payable in accordance with the standard payment terms; 10.5.4 each party shall either destroy or promptly return to the other party all copies in whatever medium of all confidential information provided or obtained in respect of that Statement of Work; and 10.5.5 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. 10.6 The termination of a Statement of Work shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 8, 10, 11, 12, 13, 14, 17, 18, 19 and 20, or the continuation of any other Statements of Work.

Term and Termination. 10.1 This 15.1 The Agreement is for an initial period of 12 months from the Effective Date where after it will automatically renew for successive periods of twelve (12) months unless and until either party gives no less than one (1) months’ written notice to the other party to terminate, such notice to expire on the anniversary date of the Effective Date or of the relevant renewal date. The version of these Terms and Conditions in force at the time of renewal shall continue for apply to such renewal of this Agreement under this clause 15.1. 15.2 Professional Services bundles automatically renew annually based on the Term date of purchase, unless the balance is depleted prior to renewal date, in which case a new Professional Services bundle can be purchased. 15.3 The Company may suspend, disconnect or terminate the Services to the Customer should the Customer fail to make payment(s) of the Fees & Subscriptions as set out in the Order and any subsequent renewal termClause 5.8. In this event reconnection administration fees will apply. 10.2 15.4 Either party may by notice in writing terminate this Agreement with immediate effect if: 10.2.1 immediately on written notice if the other party commits a is in breach of any a material term or condition and, in the case of the provisions of this Agreementa remediable breach, and: (a) the breach is capable of remedy and the other party fails to remedy the a remediable breach within 30 days of receipt of a written notice;notice to do so specifying the nature of the breach. (b) 15.5 Either party may terminate this Agreement immediately on written notice in the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 event that the other party convenes a meeting of its creditors (or if a proposal is subject to an act made for any composition, scheme or arrangement for the benefit of insolvency, is creditors); becomes unable to pay its debts as or and when they fall due or makes any composition or arrangement with its creditors, goes into liquidation determined; commits an act of bankruptcy or if any order a trustee, receiver or administrative receiver is made appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution is passed or other steps are taken for the winding up of the other party (except other than for the purpose purposes of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or. 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and 15.6 The Customer may terminate this Agreement in accordance with sub-the provisions of clause 14.1) 21.2. 15.7 The rights and obligations of the Company and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company Customer contained in clauses 6, 7, 16 and 19.5 shall be entitled to terminate this Agreement with immediate effect by notice in writing if at survive any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach termination of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of Control Event; and / or 10.3.4 Specific provisions set out in the relevant Service Specifications apply. 10.4 15.8 Termination of this Agreement for any reason is shall be without prejudice to any rights or obligations that may rights, which have accrued to either party as at the date of such prior to termination. 15.9 On termination of this Agreement or any of the Services: 15.9.1 The Customer shall immediately stop using the affected Services and the Customer’s right to use the affected Services shall immediately cease; 15.9.2 Any licences granted by Company under this Agreement in respect of the affected Services shall terminate; and 15.9.3 The Customer shall remain liable for all outstanding Fees and Subscriptions for Services duly performed including any termination or cancellation fees referred to in this Agreement. 15.9.4 Should the Customer wish to migrate archive data and Service to a new provider/location of it’s’ choice. The Company will assist in the process and charge the Customer on a Time and Materials basis to complete this task.