Common use of Term and Termination Clause in Contracts

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 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 if: (a) 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement Side Letter shall be effective upon the execution of this Side Letter by the parties hereto. This Side Letter shall automatically renewed for successive periods terminate upon the earlier to occur of 12 months (each a Renewal Period), unless: (a) either party notifies such date and time as the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement Merger Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise have been validly terminated in accordance with the provisions of this agreement. 16.2 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 if: (a) the other party fails to pay any amount due under this agreement on the due date for payment Article VIII thereof and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other written agreement of Parent, the Company and Certares (the “Expiration Date”). Effective upon such termination and without any action of any party commits a material hereto, this Side Letter shall forthwith become null and void and of no further effect and the obligations and waivers of the parties under this Side Letter shall terminate, without any further liability or obligation of any party; provided, however, that (i) nothing contained in this Side Letter (including this sentence) will relieve any party from liability for any breach of any other term of its waivers, covenants or agreements set forth herein prior to such termination and (ii) notwithstanding anything to the contrary contained herein, the releases contained in Sections 1 and 2 as they relate to the Waiver Period will survive the termination of this agreement Side Letter and will continue in full force and effect. Certares acknowledges and agrees, on its own behalf and each other Certares Releasing Party, that the waivers set forth in Sections 1(i) and 2(i) shall automatically become unconditional and irrevocable in all respects at the Effective Time (if it occurs) and that as of such breach is remediabletime (if it occurs) fails Certares, on its own behalf and each other Certares Releasing Party, hereby unconditionally and irrevocably waives any rights it has or may have during the Waiver Period to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occursrescind, annul, cancel, modify, amend 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to otherwise change the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)such waivers. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 14.1 This agreement shall, unless otherwise terminated as provided in this clause 1614, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: (a) 14.1.1 either party notifies the other party of termination, in writing, at least [90 days days] before the 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 (b) 14.1.2 the agreement is otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the “Term”. 16.2 14.2 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 if: (a) 14.2.1 the other party fails to pay any amount due under this agreement (or any other agreement between the parties) on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) 14.2.2 the other party commits a material breach of any other term of this agreement and (or any other agreement between the parties) which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 14 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to 14.2.3 the other party repeatedly breaches any of the terms of this agreement (or any other agreement between the parties) in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or such a substantial part of its business; (e) the other party's financial position deteriorates so far 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 this agreement is in jeopardyagreement; or 14.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily (f) there is a change save for the purposes of control of solvent reconstruction or amalgamation); or the other party (within being an individual) is the meaning subject of section 1124 a bankruptcy petition or order; of if a receiver or administrative receiver is appointed in respect of the Corporation Tax Act 2010)whole or any part of its assets; or if either party makes an assignment for the benefit of or composition with its creditors generally; or if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous events occur with respect to either party in any jurisdiction to which it is subject. 16.3 14.3 On termination or expiry of this agreement for any reason: (a) 14.3.1 all licences granted under this agreement shall immediately terminateterminate and access to the Services and Voicescape Materials shall cease; (b) 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; (c) the Supplier 14.3.3 Voicescape may destroy or otherwise dispose of any of the Customer Client Data in its possessionpossession unless Voicescape receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Voicescape shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Voicescape in returning or disposing of Client Data; and (d) 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. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies The effective period of this Agreement (the other party "Term") shall begin on the Separation Date and continue thereafter for a period of termination, five (5) years or until earlier termination in writing, at least 90 days accordance with clause (b) or (c) of this Section 4. Any Release issued by a Supplied Party before the end effective date of termination and in accordance with Section 6(a) hereof shall be fulfilled by 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; orSupplying Party. (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either Either party may terminate this agreement with immediate effect by giving written notice Agreement prior to the other party if: date five (a5) years following the other party fails Separation Date without prejudice 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations rights or liabilities of the parties that have accrued accruing up to the date of termination, including : (i) in the right to claim damages in respect event of a material breach by the other party of any breach of the agreement which existed at or before terms and conditions of this Agreement, by giving the date other party notice of termination such breach, and provided that such breach shall not have been cured within sixty (60) days following such notice; and (ii) immediately, by written notice thereof, if any of the following events or an event analogous thereto occurs: a. an adjudication has been made that the other party is bankrupt or insolvent; b. the other party has filed bankruptcy proceedings or has had such proceedings filed against it, except as part of a bona fide scheme for reorganization; c. a receiver has been appointed for all or substantially all of the property of the other party; d. the other party has assigned or attempted to assign this Agreement for the benefit of its creditors; or e. the other party has begun any proceeding for the liquidation or winding up of its business affairs. (c) Termination under this Section 4 shall be affected in addition to and not a substitute for other rights or prejudicedcauses of action of the terminating party. (d) Termination of this Agreement shall not in any way operate so as to impair or destroy any of the rights or remedies of either party, either at law or in equity, nor shall it relieve the parties of their obligations pursuant to Sections 2(k) (l) and (m), 7, 8, 11, 12, 14,15 and 16 hereof.

Term and Termination. 16.1 This agreement shall, unless otherwise 9.1 Unless earlier terminated as provided in this clause 16Agreement, commence on the date stated on the Order Form and shall continue for the initial term andof this Agreement shall commence as of the Effective Date and conclude on December 31, thereafter2005. Thereafter, this agreement Agreement will automatically renew for three (3) year periods. Notwithstanding the foregoing, this Agreement may be terminated at any time by BMS on three (3) years written notice to NA or by NA on six (6) months written notice to BMS. 9.2 Upon the happening of any of the following .events, either party shall be automatically renewed for successive periods have the right to terminate this Agreement upon written notice of 12 months (each a Renewal Period), unlesssuch termination to the other party: (a) either party notifies Any material breach by the other party of terminationthis Agreement, in writingwhich material breach continues for a period of thirty (30) days after the non-defaulting party shall have given notice thereof to the defaulting party, at least 90 days before or (b) The other party becomes insolvent, is adjudicated as bankrupt or otherwise seeks or receives protection under the end bankruptcy laws of the Initial Subscription Term United States, has a receiver or trustee appointed for all or part of its assets and business, executes and delivers an assignment for the benefit of its creditors or is liquidated, dissolved or wound-up or (c) The continuance of an event of force majeure for a period of more than sixty (60) days. 9.3 The objective of this Agreement is to realize in an economical and reasonable way the interests and requirements of both parties. If at any Renewal Periodtime during the term of this Ageement, in this objective is no longer met due to: · (a) regulatory changes(s), or economic circumstances, which case could not have been foreseen at the time of execution of this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal PeriodAgreement causing undue and prolonged hardship; or (b) otherwise terminated any substantial increase in Seller’s direct or indirect cost relating to Uranium targets or radioactive waste disposal; (c) changes in the selling price effected by the entrance into the market of sellers capable of meeting the volume commitments contemplated under this Agreement; then the parties shall negotiate in good faith in an effort to modify this Agreement in accordance with any of the provisions matters described above and such negotiations shall commence within **** (****) days of this agreement. 16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving one party’s written notice to the other party if: of (a) 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; and/or (b) above. During any negotiation period, the other party commits pricing increments defined in Exhibit C will continue in effect. In the event the parties are unable to agree upon a material breach of any other term satisfactory modification of this agreement and Agreement within **** (if such breach is remediable****) fails to remedy that breach days of commencement of negotiations (“negotiation period”), the party requesting the modification may terminate this Agreement within a period of 60 **** (****) days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control following expiry of the other party negotiation period by providing **** (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a****) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging days written notice to the other party;. (c) 9.4 The warranties and indemnities contained in this Agreement shall survive any expiration or termination hereof, as shall the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, confidentiality obligations or liabilities of the parties that pursuant to Article 8 hereof. Otherwise, upon expiration or termination of this Agreement as provided in this Article 9, except as expressly provided herein, the parties shall have accrued up no further liabilities, duties or obligations under this Agreement, except for any liabilities, duties or obligations which may have arisen prior to the date of such expiration or 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. 16.1 This agreement shall, unless otherwise terminated as provided in 11.1 Subject always to either party’s right to terminate pursuant to this clause 16, Section 11: (a) this Agreement shall commence on the date stated on the Order Form Effective Date and shall continue for the initial term and, thereafterInitial Subscription Term; and (b) after the Initial Subscription Term, this agreement Agreement shall be automatically renewed renew for successive periods of 12 twelve (12) months (each a “Renewal PeriodTerm”), unless: (a) unless either party notifies gives written notice to the other party of termination, in writing, at least 90 to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal PeriodTerm (as the case may be), in which case this agreement Agreement shall terminate upon at the expiry end of the applicable Initial Subscription Term or Renewal Period; orTerm (as applicable) (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 11.2 Without affecting prejudice to any other right rights or remedy available to itremedies which the parties may have, either party may terminate this agreement with immediate effect by Agreement without liability to the other immediately on giving written notice to the other party if: : (a) (i) the other party is in material breach of this Agreement where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement where the breach is capable of remedy and the breaching party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 remedy that breach within thirty (30) days after being notified in writing to make receiving written notice of such payment; breach; (b) the other party commits a material breach enters into an arrangement for an assignment for the benefit of any other term of this agreement and (if such breach its creditors, goes into administration, receivership or administrative receivership, is remediable) fails declared bankrupt or insolvent or is dissolved or otherwise ceases to remedy that breach within a period of 60 days after being notified in writing to do so; carry on business; or (c) any event occurs, or proceeding is taken, with respect analogous to those described in sub-section (b) above happens to the other party in any jurisdiction to in which it is subject that incorporated or resident or in which it carries on business or has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)assets. 16.3 11.3 On termination of this agreement Agreement for any reason: : (a) all licences licenses and other rights granted by Qubit under this agreement 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, Documentation Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any rightstime from and including the date thirty (30) days after the termination or expiry of this Agreement, remedies, obligations or liabilities without further notice to Customer; and (e) the accrued rights of the parties that have accrued up to the date of as at termination, including the right to claim damages in respect and Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedthis Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, 11.1 The Agreement shall commence on the date stated on the Order Form Effective Date and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise until terminated in accordance with the provisions of this agreementthe Agreement. 16.2 Without affecting 11.2 Either Party can terminate the Agreement, in whole or (if relating to a divisible part of the Solution or other Services) in part, by the provision of three (3) month’s written notice prior to the expiry of the then-current and relevant Subscription Term, such termination taking effect at the expiry of the then-current and relevant Subscription Term. If there is more than one Order Form or SOW in force at the relevant time, termination of one Order Form or SOW shall not act to terminate the whole Agreement or any other right Order Form(s) and/or SOW(s), unless such other Order Form(s) and/or SOW(s) are dependent on the Services being provided under the Order Form or remedy available to it, either party may SOW that is the original subject of termination. 11.3 Either Party can terminate this agreement the Agreement immediately with immediate effect by giving written notice to the other party if: : (a) the other party Party commits a material breach and, if remediable, fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 remedy it within 30 days after being notified in writing to make such payment; of receiving written notice; (b) the other party commits a material breach of any other term of this agreement and (if such breach Party cannot pay its debts or acknowledges it cannot pay them or is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; otherwise deemed insolvent; (c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction Party starts negotiations with creditors to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; reschedule debts, except for a solvent restructuring; (d) the other party suspends Party seeks or ceases, receives debt moratorium or threatens becomes subject to suspend or cease, carrying on all or a substantial part of its business; insolvency proceedings; (e) legal action is taken for the winding up or dissolution of the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardyParty, except for solvent restructuring; or (f) there an administrator or receiver is a change of control of appointed over the other party Party's assets; (within g) any similar event or proceedings occur affecting the meaning of section 1124 of the Corporation Tax Act 2010)other Party in any jurisdiction. 16.3 11.4 On termination of this agreement the Agreement for any reason: : (a) all rights and licences granted under this agreement the Agreement shall immediately terminate; ; (b) each party Party shall return and make no further use of any equipment, property, Documentation property and other items (and all copies of them) belonging to the other partyParty; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 12.1 This agreement shall, unless otherwise Agreement commences on the Effective Date and continues until it has been terminated or expires as provided in this clause 16, commence on 12. 12.2 Except as otherwise specified in the date stated on the Order Form and shall continue for the initial term and, thereafterQuotation(s) or Tender Document(s), this agreement shall be Agreement will automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, expire at least 90 days before the end of the Initial Subscription Term applicable Term. Notwithstanding expiry of this Agreement, the licence for Users and Administrators to use the version of the Lt LabStation Application, Content and Documentation that was in their possession at the time of expiration (in accordance with this Agreement) shall survive (unless the Service Provider has made the Lt LabStation Solution available to you or any Renewal Periodthe Customer on a Trial, in which case this agreement clause 3.7 shall terminate upon apply). The Customer acknowledges that following such expiry the expiry of Customer will no longer receive updates or Support for the applicable Initial Subscription Term or Renewal Period; orLt LabStation Application, Content and/or Documentation. (b) otherwise terminated in accordance with the provisions 12.3 Notwithstanding any other provision of this agreement. 16.2 Without affecting Agreement, and without limiting any other right or remedy available to itrights that the parties may have, either party may immediately terminate this agreement with immediate effect Agreement by giving written notice to the other party if: (a) 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; (b) 12.3.1 the other party commits a material breach of any other term of its obligations under this agreement Agreement and (if such breach is remediable) fails to remedy that such breach (if capable of remedy) within a period 14 days of 60 days after being notified in writing to do so;having received written notice of breach; or (c) any event occurs, or proceeding is taken, with respect to 12.3.2 the other party in enters into administration (whether out of court or otherwise), receivership, liquidation, a formal arrangement with its creditors or any jurisdiction to which it analogous proceedings or procedure, or is subject that has an effect equivalent otherwise insolvent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, ceases or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as cease to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)trade. 16.3 12.4 On termination of this agreement Agreement for any reason: (a) 12.4.1 all licences granted under this agreement Agreement shall immediately terminateterminate (unless this Agreement has expired in accordance with clause 12.2 in which case the licence for Users and Administrators to use the Lt LabStation Application, Content and Documentation (in accordance with this Agreement) shall survive); (b) 12.4.2 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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities 12.4.3 the accrued rights of the parties that have accrued up to the date of as at termination, including or the right to claim damages in respect continuation after termination of any breach of the agreement which existed at provision expressly stated to survive or before the date of termination implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 16.1 11.1 This agreement shall, unless otherwise terminated as provided in this clause 16, Agreement shall commence on the date stated on the Order Form hereof and shall continue for the initial term and, thereafter, a minimum period of 24 months. 11.2 The Term of this agreement Agreement shall be automatically renewed for successive periods of 12 months extended with one (each a Renewal Period), unless: (a1) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise year unless terminated in accordance with Section 11.3 below 11.3 The Agreement cannot be terminated for the provisions first 21 months following the date of this agreement. 16.2 Without affecting signing of the Agreement. Thereafter any other right or remedy available to it, either party may terminate this agreement with immediate effect the Agreement by giving the other party three (3) months written notice. 11.4 Any Party may terminate this Agreement at any time immediately upon written notice to the other party if: (a) Party, if 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; (b) the other party Party commits a material breach of any other term of this agreement and (if such breach is remediable) Agreement which it fails to remedy that breach within a period thirty (30) days of 60 days after being notified in writing receiving notice requiring it to do so;so or commits a breach of Section 10. (c) any 11.5 Each Party is entitled to terminate the Agreement immediately in the event occurs, or proceeding is taken, with respect to that the other party in any jurisdiction Party is declared bankrupt, enters into composition proceedings or liquidation or can otherwise be determined to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or have become insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On 11.6 Upon termination of this agreement for any reason: (a) all licences rights granted to the Company under this agreement Agreement shall cease; b) the Company shall cease all activities authorised under this Agreement; c) the Company and Unibet shall immediately terminatepay to each other any sums due under this Agreement; 11.7 Receiving Party shall destroy or return (bat Parties' option) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of themmaterial provided under the Agreement, including Parties' Confidential Information, then in its possession, custody or control and, in the case of destruction, certify to counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (& related data) belonging to the other party; (c) Company, the Supplier may destroy or otherwise dispose Parties will co-operate to a reasonable degree to ensure the orderly transfer of any such data out of the Customer Data in its possession; and (d) any rightsUnibet system and into a database designated by the Company at that time. After such successful transfer, remedies, The obligations or liabilities of under the parties that have accrued up clause 5.8 and 5.9 shall prevail to the date of termination, including abovementioned. 11.8 To such extent the right Company terminates the Agreement in advance and the reason for the termination is not due to claim damages in respect of any Unibet's material breach of the agreement which existed at or before Agreement, the date Company shall be liable to make payment of termination shall not be affected or prejudicedthe monthly minimum fee defined in clause 3.3 during the reminder of the term defined in clause 11.1 in the Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies This Agreement shall commence immediately upon the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement Distribution Date and shall terminate upon the expiry earlier to occur of: (i) the last date on which SpinCo is obligated to provide any Service to a Recipient (including for the purposes of this sub-section, the services described in Section 2.06) in accordance with the terms hereof; and (ii) the mutual written agreement of the applicable Initial Subscription Term or Renewal Period; orParties to terminate this Agreement in its entirety. (b) otherwise terminated in accordance Without prejudice to any Recipient’s rights with the provisions of this agreement. 16.2 Without affecting any other right or remedy available respect to ita Force Majeure Event, either party RemainCo may terminate this Agreement with respect to any Service, in whole (by Service line item) but not in part: (i) for any reason or no reason upon providing at least thirty (30) days’ prior written notice to SpinCo of such termination (or such greater or smaller number of days as is provided in the Schedules) (it being understood that an early termination may result in Termination Charges being payable by RemainCo under this Agreement), or (ii) if SpinCo has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist fifteen (15) days after receipt by SpinCo of written notice of such failure from RemainCo. (c) SpinCo may terminate this Agreement with respect to one or more Services, in whole (by Service line item) but not in part, at any time if a Recipient has failed to perform any of its material obligations under this Agreement relating to such Service, and such failure shall continue to exist for a period of thirty (30) days after receipt by RemainCo of a written notice of such failure from SpinCo. (d) Both Parties may terminate this Agreement with respect to one or more Services (i) immediately upon mutual written agreement with immediate effect by giving or (ii) immediately upon written notice to the other party if: Party in the event that such other Party: (a1) the other party fails to pay any amount due commences, or has commenced against it, proceedings under this agreement on the due date for payment and remains bankruptcy, insolvency or debtor’s relief Laws or similar Laws in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and jurisdiction; (if such breach is remediable2) fails to remedy that breach within makes a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to general assignment for the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part benefit of its business;creditors; or (3) ceases operations or is liquidated or dissolved. (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms Upon termination of this agreement Agreement with respect to one or more Services, the relevant Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service is in jeopardy; ora day other than the last day of a Service Period, any periodic Service Charge associated with such Service shall be pro-rated appropriately. (f) there is RemainCo may from time-to-time request in writing a change of control reduction or increase in part of the other party scope of any Service (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted it being understood that a reduction may result in Termination Charges being payable by RemainCo under this agreement shall immediately terminate; (b) each party shall return Agreement). If requested to do so by RemainCo, SpinCo agrees to discuss in good faith the potential reduction or increase in scope and make no further use any applicable reductions or increases to the Service Charges in light of all relevant factors including the costs and benefits to SpinCo of any equipmentsuch reductions or increases and (in the case of reductions in scope) any applicable Termination Charges. With respect to any Services that SpinCo has agreed to reduce or increase, propertythe relevant Schedule shall be updated to reflect any such agreed upon reduction or increase in the Service in the level of service provided and the corresponding Service Charges shall be either reduced or increased, Documentation and other items (and all copies of them) belonging as applicable, to the other party; (c) extent the Supplier may destroy incremental cost to SpinCo of providing such Services is reduced or otherwise dispose of increased, as applicable, provided, and for clarity, any of the Customer Data such increase in its possession; 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 a Service Charge shall not be affected based on any increased incremental costs to SpinCo already embodied in a Termination Charge paid or prejudicedpayable by RemainCo hereunder. For the avoidance of doubt, SpinCo is not obligated to reduce or increase the scope of any Services or relevant Service Charges.

Term and Termination. 16.1 12.1 This agreement shall, unless otherwise terminated as provided in this clause 1612, commence on the date stated on the Order Form Commencement Date and shall continue for the initial term Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period)Periods, unless: (a) 12.1.1 either party notifies the other party of termination, in writing, at least 90 14 days before the 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 (b) 12.1.2 otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the "Term". 16.2 12.2 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 if: (a) 12.2.1 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 30 days after being notified in writing to make such payment; (b) 12.2.2 the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; 12.2.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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 ▇▇▇ ▇▇▇▇; 12.2.4 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 compromise or arrangement with its creditors 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; 12.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇; 12.2.6 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 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; 12.2.7 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 (cbeing a company, partnership or limited liability partnership); 12.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; 12.2.9 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; 12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 12.2.11 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 the other party being deemed bankrupt or insolventevents mentioned in clause 12.2.3 to clause 12.2.10 (inclusive); (d) 12.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;; or (e) 12.2.13 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) 12.2.14 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination 12.3 Any provision of this agreement for any reason: (a) all licences granted under that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall immediately terminate;remain in full force and effect. (b) each party 12.4 Termination or expiry of this agreement 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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of terminationtermination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 12.5 On termination for any reason: 12.5.1 all rights granted to the Customer under this licence shall not be affected cease; 12.5.2 the Customer shall cease all activities authorised by this licence; 12.5.3 the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and 12.5.4 the Customer shall immediately destroy or prejudicedreturn to the Supplier (at the Supplier's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so. 12.6 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect].

Term and Termination. 16.1 ‌ 12.1 This agreement Agreement shall, unless otherwise terminated as provided in this clause 1612, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; 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 Subscription Term. 16.2 12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement Agreement on the due date for payment and remains in default not less than 14 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 10 days after being notified in writing to do so; (c) the 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 inconsistent with it having the intention or ability to give effect to the terms of this Agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; (e) 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 compromise or arrangement with its creditors 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; (f) 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 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; (g) 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; (h) 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; (i) 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; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (k) 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 the other party being deemed bankrupt or insolventevents mentioned in clause 12.2(d) to clause 12.2(j) (inclusive); (dl) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (fm) there is a change of control of the other party party; or (within the meaning n) any warranty given by Ramboll in clause 10.1 of section 1124 of the Corporation Tax Act 2010)this Agreement is found to be untrue or misleading. 16.3 12.3 On termination of this agreement Agreement for any reason: (a) all licences granted under this agreement Agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Software or Services; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced. 12.4 Ramboll may suspend the Customer’s access to, or use of, the Software if Ramboll reasonably believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Software or any content, data, or applications in the Software; or (b) the Customer is accessing or using the Software to commit an illegal act. When reasonably practicable and lawfully permitted, Ramboll will provide the Customer with advance notice of any such suspension. Ramboll will use reasonable efforts to re-establish the Software access promptly after Ramboll determines that the issue causing the suspension has been resolved. During any suspension period, Ramboll may, but is not obligated to, make Customer Data (as it existed on the suspension date) available to the Customer, unless otherwise prohibited by law. Any suspension under this clause shall not excuse the Customer from the Customer’s obligation to make payments under this Agreement. The Customer may terminate the Software and be refunded all unused and prepaid fees in the event the suspension extends for more than twenty (20) Business Days.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) This Agreement shall be effective as from the Effective Date. It shall remain in force for the Initial Term as from the Effective Date. Thereafter, the Agreement shall be renewed for Additional Term(s), unless terminated by either party notifies of the Parties by giving notice in text to the other party of termination, in writing, Party at least 90 thirty (30) days before prior to the end expiry of the Initial Subscription Term or any Renewal Periodor, as the case may be, the then current Additional Term. (b) At the execution, Licensor may, in its own discretion, offer to Licensee to enter into this Agreement for a free trial term of thirty (30) days from the Effective Date (the Trial Term), in which case Licensee as well as Licensor may terminate the Agreement at any time during the Trial Term with immediate effect and the Agreement will, unless terminated in accord- ance with the foregoing in this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; orArticle 10(b), be continued as set forth in Article 10(a). (bc) otherwise During the Initial Term and, as the case may be, any Additional Term, the Agreement may be terminated in accordance with the provisions of this agreement. 16.2 Without affecting at any other right or remedy available to it, either party may terminate this agreement time with immediate effect by giving written notice in text to the other party if:Party (ai) by either Party if the other party Party is in material breach of the Agreement and such breach, if curable, remains uncured for more than fifteen (15) days after the terminating Party re- questing the other Party in writing to cure the breach; (ii) by either Party if the other Party becomes or is declared insolvent, enters into liquidation or into any debt restructuring or similar proceedings; (iii) by Licensor if Licensee fails to pay any amount due under this agreement on Initial Fee or any Recurring Fee that is outstanding for more than thirty (30) calendar days and not paid within fifteen business (15) days from the due date for receipt of a reminder from Licensor requesting the payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) of the other party commits a material breach of any other term of this agreement outstanding fees; and (iv) by Licensor if such breach is remediable) fails to remedy that breach within Licensee delivers a period Notice of 60 days after being notified Objection as set forth in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent;Article 11. (d) the other party suspends Upon termination of this Agreement, Licensee shall cease all use of Licensed Materials and destroy all copies of Licensed Materials (excluding any Background Materials included in Results) in Licensee's possession or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;control. (e) the other party's financial position deteriorates so far Except as to reasonably justify the opinion that its ability to give effect to the terms otherwise expressly provided in this Agreement, Articles 1 (Definitions), 3.2 (Re- strictions and Limitations), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No War- ranty, Exclusion and Limitation of this agreement is in jeopardy; or Liability), 10(d) and (fe) there is a change (Effects of control Termination), 12 (Gen- eral Provisions) and 13 (Governing Law and Place of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On Jurisdiction) shall survive termination of this agreement for any reason: (a) all licences granted under Agreement. The termination of this agreement Agreement shall immediately terminate; (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 not affect the other party; (c) the Supplier may destroy or otherwise dispose of any obligations of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of Parties accrued during 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 prejudicedTerm.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in 11.1 Subject always to either party’s right to terminate pursuant to this clause 16, 11: (a) this Agreement shall commence on the date stated on the Order Form Effective Date and shall continue for the initial term and, thereafterInitial Subscription Term; and (b) after the Initial Subscription Term, this agreement Agreement shall be automatically renewed renew for successive periods of 12 twelve (12) months (each a “Renewal PeriodTerm”), unless: (a) unless either party notifies gives written notice to the other party of termination, in writing, at least 90 to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal PeriodTerm (as the case may be), in which case this agreement Agreement shall terminate upon at the expiry end of the applicable Initial Subscription Term or Renewal Period; or Term (b) otherwise terminated in accordance with the provisions of this agreementas applicable). 16.2 11.2 Without affecting prejudice to any other right rights or remedy available to itremedies which the parties may have, either party may terminate this agreement with immediate effect by Agreement without liability to the other immediately on giving written notice to the other party if: : (a) (i) the other party is in material breach of this Agreement where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement where the breach is capable of remedy and the breaching party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 remedy that breach within thirty (30) days after being notified in writing to make receiving written notice of such payment; breach; (b) the other party commits a material breach enters into an arrangement for an assignment for the benefit of any other term of this agreement and (if such breach its creditors, goes into administration, receivership or administrative receivership, is remediable) fails declared bankrupt or insolvent or is dissolved or otherwise ceases to remedy that breach within a period of 60 days after being notified in writing to do so; carry on business; or (c) any event occurs, or proceeding is taken, with respect analogous to those described in clause 11.2(b) above happens to the other party in any jurisdiction to in which it is subject that incorporated or resident or in which it carries on business or has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)assets. 16.3 11.3 On termination of this agreement Agreement for any reason: : (a) all licences and other rights granted by Qubit under this agreement 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, Documentation Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any rightstime from and including the date thirty (30) days after the termination or expiry of this Agreement, remedies, obligations or liabilities without further notice to Customer; and (e) the accrued rights of the parties that have accrued up to the date of as at termination, including the right to claim damages in respect and clauses 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedthis Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence 9.1 The Agreement shall come into force on the date stated on the Order Form agreed Commencement Date and shall continue for a defined Term from that date, subject to the initial term andprovisions of Clause 9 of the Agreement. 9.2 Either Party shall have the right, thereafter, this subject to the agreement shall be automatically renewed for successive periods and consent of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, Party and exercisable by giving not less than 30 days written notice to the other at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon time prior to the expiry of the applicable Initial Subscription Term specified in sub-Clause 9.1 of the Agreement (or Renewal Period; or (bany further period for which the Agreement is extended) otherwise terminated in accordance with to extend the provisions Agreement for a further period of this agreement12 months. 16.2 Without affecting any other right or remedy available to it, either party 9.3 Either Party may terminate this agreement with immediate effect the Agreement by giving to the other not less than 30 days written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement). 9.4 Either Party may immediately terminate the Agreement by giving written notice to the other party Party if: (a) 9.4.1 any sum owing to that Party by the other party fails to pay Party under any amount due under this agreement on of the provisions of the Agreement is not paid within 60 Days of the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) 9.4.2 the other party Party commits a material any other breach of any other term of this agreement and (the provisions of the Agreement and, if such the breach is remediable) capable of remedy, fails to remedy that breach it within a period of 60 days Days after being notified in writing given written notice giving full particulars of the breach and requiring it to do sobe remedied; (c) any event occurs9.4.3 an encumbrancer takes possession, or proceeding where the other Party is takena company, a receiver is appointed, of any of the property or assets of thatother Party; 9.4.4 the other Party makes any voluntary arrangement with respect its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 9.4.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement); 9.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to Party; 9.4.7 the other party being deemed bankrupt or insolvent; (d) the other party suspends or Party ceases, or threatens to suspend or cease, carrying to carry on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of 9.4.8 control of the other party (within Party is acquired by any person or connected persons not having control of that other Party on the meaning date of section the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010). 16.3 On termination 9.5 For the purposes of this agreement for sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 9.6 The rights to terminate the Agreement shall not prejudice any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use other right or remedy of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 either Party in respect of the breach concerned (if any) or any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedother breach.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence Agreement shall become effective on the date stated on the Order Form hereof ("Effective Date") and shall continue for in full force and effect from month to month. Supplier acknowledges and agrees that Company is obligated to commence services pursuant to this Agreement only upon full satisfaction, or Company's express written waiver, of the initial term and, thereafter, Conditions Precedent set forth in Section IV of this agreement shall Agreement. This Agreement may be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) terminated by either party notifies by written notice given no less than thirty (30) days prior to the other party of terminationdesired termination date, in writingor unless otherwise agreed by the Parties. Notwithstanding the foregoing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions Supplier agrees to abide by all terms of this agreement. 16.2 Without affecting Agreement until any other right or remedy available transactions that are outstanding at the time of termination are completed, including, but not limited to, the payment by Supplier to itCompany of any and all outstanding balances. Any party, either party may terminate this agreement with immediate effect by giving written notice to the other party if: ("Breaching Party") may terminate this Agreement, in whole or in part, with respect to such Breaching Party, or suspend further performance without terminating this Agreement upon the occurrence of any of the following: (a) 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; Breaching Party terminates or suspends doing business; (b) the other party Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law, becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) obligations under this Agreement or the other party's financial position deteriorates so far as Terms and Conditions including, but not limited to, failure to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control pay any amounts due. The enumeration of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 foregoing remedies shall not be affected deemed a waiver of any other remedies to which either party is entitled in law or prejudicedequity.

Term and Termination. 16.1 This agreement shall10.1 The Agreement will start on the Effective Date, continue for the Initial Subscription Term and will automatically renew for successive Renewal Terms, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreementherein. 16.2 10.2 Without affecting any other right or remedy available to it, either party may terminate this agreement the Agreement: (i) by giving at least 30 days’ written notice to the other party, effective at the end of the Initial Subscription Term or at the end of any Renewal Term, as applicable; or (ii) with immediate effect by giving written notice to the other party if: if the other party: (a) the other party fails to pay any amount due under this agreement the Agreement on the due date for payment and remains in default not less more than 14 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; so (unless such breach cannot be remedied, in which case, termination will be immediately effective); (c) any event occursis unable to pay its debts as they become due, makes a general assignment for the benefit of creditors, or proceeding makes a petition under applicable bankruptcy law, or a petition under applicable bankruptcy law is takenfiled against that party, with respect to and that party has not secured a dismissal of that petition within 60 days after the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; petition was filed; (d) undergoes a winding-up or dissolution (otherwise than for the other party suspends purpose of a merger or ceases, reorganization); or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) is the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect subject of any events or circumstances analogous to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)foregoing. 16.3 10.3 On termination of this agreement the Agreement for any reason: : (ai) all licences licenses granted under the Agreement will immediately terminate (except those that are specifically stated in this agreement shall immediately terminate; to survive termination or expiry of this Agreement or designated as perpetual); (bii) except as expressly permitted herein, each party shall will return and make no further use of any software, equipment, property, Documentation and other items (and all copies of them) belonging to the other party; ; (ciii) the Supplier may Tessian shall no longer provide Services to Customer; and (iv) Tessian will within 30 days of termination destroy or otherwise dispose of any as soon as reasonably practicable all copies of the Customer Data in its possession; and (d) any rights, remedies, possession or control except to the extent strictly necessary to comply with legal or regulatory obligations or liabilities as expressly permitted herein. 10.4 Those provisions, which by their nature survive termination, will continue after termination or expiration of the parties that have accrued up to the date of terminationAgreement. Those provisions include, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall but are not be affected or prejudiced.necessarily limited to: Sections 2.1, 2.2, 3.3, 4.1-4.3, 5, 6, 7.5, 9,

Term and Termination. 16.1 13.1 This Agreement shall remain in effect for sixty (60) months from the Effective Date (the "Initial Term"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement shallby the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, unless otherwise terminated as provided it must notify Airspan in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, writing at least 90 days before the six (6) months prior to then end of the Initial Subscription Term Term. However, nothing contained herein shall be interpreted as requiring either party to renew or any Renewal Period, in which case extend this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with Agreement. Notwithstanding the provisions of this agreementsection or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below. 16.2 Without affecting any other right or remedy available to it, either 13.2 Either party may terminate this agreement Agreement at any time during the term of this Agreement if either party fails materially to comply with immediate effect any covenant, term, or provision of this Agreement, by giving written notice given to the other party not less than thirty (30) days prior to the effective date of such termination. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said party shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party. 13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if: : (a) the other party fails to pay any amount due under this agreement on the due date a receiver is appointed for payment and remains in default not less than 14 days after being notified in writing to make such payment; Distributor or its property; (b) Distributor makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities. 13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other party commits a information necessary for an orderly changeover of representation in the Territory. 13.5 Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or organization controlled or directed by it shall divulge the contents of such material breach to any person at any time, notwithstanding the termination of this Agreement. 13.6 Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement. 13.7 Distributor acknowledges and agrees that: (a) Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and (if such breach is remediableb) fails to remedy that breach within a period Distributor shall not have or acquire by virtue of 60 days after being notified in writing to do so; (c) this Agreement or otherwise any event occursvested, proprietary, or proceeding is taken, with respect to other right in the other party promotion of Airspan's Products or in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of goodwill created by its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)efforts hereunder. 16.3 On 13.8 This Section 13.8, as well as the provisions of Sections 9, 10, 11, 16, 17 and 18, shall survive the termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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.Agreement. -------------------------------------------------------------------------------

Term and Termination. 16.1 12.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence Agreement and the Licence Agreement that is entered into on the same date stated on shall become effective as from the Order Form date of signature and shall continue for each Product be concluded an initial term of 5 years starting from its Launch Date and shall thereafter be renewed automatically on an annual and Product-by-Product basis unless either party provides the other with not less than 6 months' prior written notice of its intention not to renew. 12.2 Notwithstanding Clause 12.1 above, this Agreement may be terminated earlier in the way and manner described below: 12.2.1 In the event that a Party to this Agreement should be dissolved, becomes insolvent, makes a voluntary or involuntary assignment of assets for the initial term andbenefit of creditors, thereafterbe assigned in bankruptcy court, or otherwise be faced with circumstances reasonably warranting the conclusion that, that Party will not be able within the foreseeable future, to adequately comply with its obligations under this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period)Agreement, unless: (a) either party notifies then the other party Party to this Agreement may terminate the Agreement immediately, by giving notice of termination, its intention to terminate in writing, at least 90 days before and without the end of Party thereby being terminated having any entitlement to compensation under whatever title; 12.2.2 Either Party shall have 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving Agreement upon three (3) months written notice to the other party ifParty in the event of any (direct or indirect) voluntary, involuntary or compulsory change in the ownership of the other Party, without any entitlement to compensation under whatever title. This right of termination is in addition to and shall not limit TEVA's right to terminate under Article 10. 12.3 Notwithstanding Clause 12.1 above, this Agreement may be terminated earlier and in part on a Product-by-Product basis in the way and manner described below: (a) 12.3.1 If one of the other party fails Parties 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; (b) the other party Agreement commits a material breach of any other term provision of this agreement Agreement pertaining to a certain Product and fails to remedy such breach within forty-five (if 45) days after written notification of the breach by the Party not in default, then, the Party not in default shall have the right to terminate this Agreement in regard of that relevant Product. If it is apparent that such breach is remediable) fails not capable of remedy, the Party not in default shall have the right to remedy terminate this Agreement in regard of that breach within a period relevant Product immediately on the date of 60 days after being notified in writing to do soits written notification of the breach; (c) any 12.3.2 In the 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: Agreement upon three (a3) all licences granted under months written notification by either Party pursuant to Clause 5.2 and Article 10 and upon three (3) months written notification by TEVA pursuant to Clause 4.2 of this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedAgreement.

Term and Termination. 16.1 This agreement shall19.1. The term of this Agreement shall commence when the first Quotation is signed by the Customer and delivered to Outpost24, unless otherwise terminated as provided in or, when applicable, by both Parties. 19.2. The term of this clause 16, commence on the date stated on the Order Form and Agreement shall continue for the initial a period of twelve (12) months after signature and delivery (as contemplated in clause 19.1, above) unless another term and, thereafter, is mutually agreed upon. The term of this agreement Agreement shall thereafter be automatically renewed on the same terms and conditions for successive consecutive periods of 12 twelve (12) months (each a Renewal Period), unless: (a) either party notifies unless written notice of termination is given by one of the Parties to the other party of termination, in writing, at least 90 thirty (30) days before the end of the Initial Subscription Term initial term or any Renewal Periodsuch renewal term, in which case as applicable. 19.3. Notwithstanding the foregoing, either Party (the "Non-Defaulting Party") shall be entitled to terminate this agreement shall terminate upon Agreement with immediate effect if the expiry other Party (the "Defaulting Party"): (a) fails to fulfil its obligations under this Agreement, provided that such failure is of essential importance for the applicable Initial Subscription Term or Renewal PeriodNon-Defaulting Party and the Defaulting Party has not, within thirty (30) days of written notice of default from the Non-Defaulting Party to the Defaulting Party, cured such default; or (b) otherwise terminated in accordance has taken measures to cease payment of its debts, initiated negotiations for a general agreement with the provisions its creditors, been subject to an application for bankruptcy proceedings or enters into composition, reorganisation or similar arrangements with its creditors, is wound up, goes into liquidation or has a receiver appointed for all or any part of this agreementits assets. 16.2 Without affecting any other right or remedy available 19.4. Furthermore, Outpost24 shall be entitled to it, either party may terminate this agreement Agreement with immediate effect if the Customer has not fully paid (i) invoices rendered by giving written notice Outpost24 to it amounting to, in the other party if: aggregate, twenty (a20) percent or more of the other party fails to pay any amount due under this agreement on Fees payable by the due date Customer for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach then current year of any other the term of this agreement and Agreement, or (ii) one or more invoices within three (3) months of the date it/they was/were rendered by Outpost24 to the Customer, or both. Notwithstanding any such termination pursuant to this clause 19.4, the Customer shall remain liable to Outpost24 for the Fee for the entirety of the then current term of this Agreement as if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)termination had not occurred. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shall, unless otherwise terminated as provided in 12.1. The term of this clause 16, Agreement shall commence on the date stated on the Order Form and shall continue for the initial term Effective Date and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise unless terminated earlier in accordance with its terms, this Agreement shall continue in force, on a country-by-country basis, until the provisions expiration, lapse or invalidation of the last remaining (i) Manufacturing Patent (expiry 4 July 2023) for use, offer for sale, sale, export or import of the Product in the Territory or (ii) or any Patent. Clause 2.1(a) of this agreementAgreement which grants MPP a non-exclusive license under the Manufacturing Patent shall expire upon expiry, lapse, or invalidation of the Manufacturing Patent (expiry 4 July 2023), and clause 2.1(a) of this Agreement which grants MPP a non-exclusive license under the Patents and clause 2.1(b) of this Agreement shall continue in force on a country-by-country basis pursuant to Clause 12.1 after such expiry, lapse or invalidation of the Manufacturing Patent as applicable. 16.2 Without affecting any other right or remedy available 12.2. If Novartis believes that MPP is in breach of its obligations hereunder, then Novartis may deliver notice of such breach to itMPP, either party and MPP shall have thirty (30) days from such notice to cure such breach. If MPP fails to cure that breach within such time period, then Novartis may terminate this agreement Agreement effective on written notice of termination to MPP. 12.3. Either Party may terminate this Agreement in accordance with immediate effect by giving Clause 14 “Force Majeure”. 12.4. Either Party may immediately terminate this Agreement at any time upon written notice to the other party Party if: (aA) the such other party fails Party is unable to pay any amount its debts when due under this agreement on or (being a company) is deemed unable to pay its debts within the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;meaning of section 123 of the Insolvency Act 1986; or (bB) a petition is filed, a resolution is passed, or an order is made, for or in connection with the winding-up of such other party commits Party other than for the sole purpose of a material breach scheme for a solvent amalgamation of any such other term Party with one or more other companies or the solvent reconstruction of this agreement and that other Party, if not dismissed, bonded or stayed within forty-five (if such breach is remediable45) fails days, to remedy that breach within a period of 60 days after being notified in writing to do so;the extent applicable; or (cC) an application is made to court, or an order is made, for the appointment of an administrator, or if an administrator is appointed over such other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or (D) any event occurs, or proceeding is taken, with respect to the other party Party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data events mentioned in its possession; 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 prejudicedthis Clause 12.4.

Term and Termination. 16.1 This agreement shall(a) The initial term of this Agreement shall be ten (10) years, unless otherwise terminated as provided in this clause 16, commence commencing on the date stated on hereof (the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period“Initial Term”), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case unless this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise Agreement is earlier terminated in accordance with this Section 7. Upon expiration of the provisions of Initial Term, this agreement. 16.2 Without affecting any other right or remedy available to itAgreement shall automatically renew for successive five (5) year terms, unless either party may terminate this agreement with immediate effect by giving gives written notice to the other party if: (a) at least 60 days but not more than 90 days prior to the other party fails expiration of the Initial Term or any renewal term that it has elected not to pay any amount due under renew this agreement on Agreement for an additional five-year term. The Initial Term, together with each successive renewal term, is referred to as the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;“Term”. (b) Notwithstanding the foregoing, either of CRESA or Capital Markets (the “Principal Parties”) may terminate this Agreement in the event that the other party commits a material breach of any other term of this agreement and party: (if such breach is remediablei) fails to remedy that breach make any payment required by this Agreement within thirty (30) days of the date when due, and such failure continues for a period in excess of 60 fifteen (15) days after being notified receipt by the party responsible for such payment of written notice of such failure; (ii) fails to perform or observe any material term or condition, covenant or warranty contained in writing this Agreement, which failure is not cured within thirty (30) days after written notice thereof; or (iii) ceases to do so;business or files a petition in bankruptcy (voluntary or involuntary), which in the case of an involuntary petition, is not vacated within 60 days. (c) In addition to the foregoing, CRESA may terminate this Agreement (i) upon the good faith determination by its Board of Directors that either the financial results or the underlying transaction volume of Capital Markets is unsatisfactory; or (ii) in the event of a willful breach by Capital Markets of its obligations under Section 6(b) above. (d) In addition to the forgoing, Capital Markets may terminate this Agreement (i) upon the good faith determination by its general partner that either the financial results or the underlying transaction volume of Capital Markets is unsatisfactory; or (ii) in the event of a willful breach by CRESA of its obligation under Section 6(c) above. (e) In the event of termination pursuant to this Section 7, except as otherwise set forth herein, no party shall have any event occurs, further liability or proceeding is taken, with respect obligation to the other party in any jurisdiction to which it is subject hereunder; provided, however, that has an effect equivalent or similar each party shall pay to the other party being deemed bankrupt or insolvent; (d) all due and owing fees and charges incurred as of the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part date of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; ortermination. (f) there is a change of control of Upon the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for Agreement by any reason: (a) all licences party, the license granted under this agreement hereunder shall immediately terminate; (b) , and 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; , or certify as destroyed, all tangible embodiments of such other party’s Confidential Information (c) the Supplier may destroy or otherwise dispose of any of the Customer Data as defined in its possession; 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 prejudicedSection 11 below).

Term and Termination. 16.1 14.1 This agreement shallAgreement commences on the Effective Date and, unless otherwise terminated as provided earlier in accordance with this clause 1614, commence on the date stated on the Order Form and shall continue in force for the initial term and, thereafterInitial Term. 14.2 At the end of the Initial Term, this agreement shall be Agreement will automatically renewed renew for successive periods of 12 twelve months (each a Renewal Period), unlessan “Extended Term”) unless and until: (a) it is terminated by either party notifies giving written notice to the other party of termination, in writing, at least not less than 90 days before prior to the end of the Initial Subscription Term or any Renewal Periodthe Extended Term, in which case to terminate this agreement shall terminate upon Agreement, such termination to be effective from the expiry last day of the Initial Term or of the applicable Initial Subscription Extended Term or Renewal Period(as the case may be); or (b) it is otherwise terminated in accordance with the provisions of this agreementclause 14. 16.2 14.3 Without affecting prejudice to any other right rights that either party may have accrued under this Agreement or remedy available to itany of their respective remedies, obligations or liabilities, either party may terminate this agreement Agreement with immediate effect by giving written notice to the other party if: (a) 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; (b) the other party commits a material breach of any other term of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 thirty (30) days after being notified in writing to do so; (b) the other party becomes subject to an Insolvency Event; (c) 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 the other party being deemed bankrupt or insolventan Insolvency Event; 14.4 Without affecting any other right or remedy available to it, Nettitude may terminate this Agreement and any of the services provided under Schedule 1 or 2 immediately on written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (d30) days after being notified in writing by Nettitude to make such payment; Nettitude may terminate this Agreement with immediate effect if the other party Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 15.1 This agreement shallAgreement will come into effect on the Completion Date and, with respect to each Service, will continue in force until the applicable Service Termination Date (as may be extended in writing by the Parties). 15.2 This Agreement will terminate in its entirety on the last Service Termination Date, unless otherwise terminated as provided in earlier under this clause 16Clause 15. 15.3 The Receiving Party may terminate at any time any Service, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unlessor any part thereof: (a) either party notifies the other party of termination, in writing, upon giving at least 90 thirty (30) days before prior notice to the end of the Initial Subscription Term or Delivering Party (except as otherwise provided in any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal PeriodSchedule hereto); or (b) otherwise terminated if the Delivering Party has failed to perform any of its material obligations under this Agreement relating to any such Service, the Receiving Party has notified the Delivering Party in writing of such failure, and such failure has continued for a period of thirty (30) days after receipt by the Delivering Party of written notice of such failure. 15.4 The Delivering Party may terminate at any time any Service, or any part thereof, if the Receiving Party has failed to perform any of its material obligations under this Agreement relating to any such Service, the Delivering Party has notified the Receiving Party in writing of such failure and such failure shall have continued for a period of thirty (30) days after receipt by the Receiving Party of written notice of such failure. For the avoidance of doubt, the failure by the Receiving Party to pay the full amount of any invoice when due (except to the extent of any amounts reasonably disputed in accordance with this Agreement) shall be considered a material breach of the provisions Receiving Party’s obligations under this Agreement. 15.5 The Delivering Party may upon written notice to the Receiving Party, discontinue the provision of any Service without compensation to the Receiving Party in the event that the Delivering Party is unable to perform such Service, or loses its right to perform such Service, as a result of any termination of a related Service or a related service provided by a third party; provided if the Delivering Party receives written notice from any third party that such third party intends to terminate such service, the parties shall use all reasonable endeavours to secure the continued provision of that service from such third party or an alternative third party provider (it being agreed that any costs incurred in doing so shall be borne by the Receiving Party). 15.6 Parent may terminate this Agreement upon giving at least thirty (30) days prior notice to the Company upon Parent’s rollout of new functionality associated with version 6 of SAP; provided, however, that no such termination may be effective prior to the date which is 12 months from the date of this agreementAgreement. 16.2 Without affecting any other right or remedy available to it, either 15.7 Either party may terminate this agreement Agreement at any time with immediate effect by giving upon serving written notice to upon the other party if: (a) if 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has suffers an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)Insolvency Event. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shallThe initial term of this Agreement shall begin on the date USER executes this Agreement and, unless otherwise terminated except as provided in this clause 16section of the Agreement, commence on the date stated on the Order Form and shall continue for a period of one (1) year (the initial term and“Initial Term”), thereafter, this agreement and shall be automatically renewed for successive periods of 12 months one (each a 1) year terms (“Renewal Period), unless: (aTerms”) thereafter unless terminated by either party notifies the other party of termination, in writing, with at least 90 thirty (30) days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 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 if: prior to renewal. COMPANY may immediately terminate this Agreement for cause for the following reasons:  Breach of Agreement. In the event of a breach of this Agreement by USER, COMPANY may give written notice of the breach and request corrective action. If USER has not either taken the requested action or begun a diligent prosecution thereof within fifteen days of receipt of the COMPANY’s notification, then COMPANY may, at its option, send notice of termination. The notices described in this paragraph may be sent certified, registered or other verifiable mail or email to the terminated party at the addresses provided by USER.  Insolvency. At COMPANY’s option, and upon written notice of the exercise of the option, this Agreement terminates upon the voluntary or involuntary bankruptcy or insolvency of USER.  Fraud, etc. The fraud, misrepresentation, misappropriation of funds, or willful misconduct of USER.  Other. For the USER’s violation of the provisions of Paragraphs 4, 5, 6, 7, 9, 11 & 13 of this Agreement. Changes in Terms and Early Termination: COMPANY may unilaterally change, delete, or add any term to this Agreement upon thirty (a30) days written notice to USER (the other 30 day period being referred to hereinafter as the “30 Day Notice Period”, provided, however, that if such a change, deletion, or addition is not acceptable to USER, USER may terminate this Agreement upon ten (10) days written notice to COMPANY, which notice must be given prior to the end of the 30 Day Notice Period. The change, deletion, or addition made by COMPANY shall become effective at the end of the 30-Day Notice Period. Return of Proprietary Information: Upon termination of this Agreement, the parties will return to any furnishing party fails to pay any amount due under all proprietary and confidential information received in connection with this agreement on the due date for payment Agreement and remains in default not less than 14 days after being notified certify in writing to make such payment; (b) the other furnishing party commits a material breach that such receiving party has not retained any copies of any other term such proprietary or confidential information. Effect of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On Termination: The termination of this agreement for any reason: (a) all licences granted under this agreement Agreement shall immediately terminate; (b) each party shall return and make no further use not cause the termination of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in obligation which by its possession; 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 prejudicednature is a continuing obligation.

Term and Termination. 16.1 9.1 This agreement shall, unless otherwise terminated as provided in this clause 16, Agreement shall commence on the date stated on the Order Form acceptance of this Agreement by you and (subject to clause 6.1) shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise until terminated in accordance with this clause 9.1: (i) Sedex may, by written or electronic notice to you, terminate the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement Agreement with immediate effect if for any reason you cease to be an AAC; (ii) Either Party may terminate the Agreement by giving at least 30 days’ or one calendar month’s written notice (whichever is longer) to the other, for convenience; (iii) Either Party may, by written notice to the other party ifother, terminate the Agreement with immediate effect if any of the following events occurs: (a) i. the other party fails to pay breaches 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; (b) the other party commits a material breach of any other term of this agreement Agreement and (if such breach is incapable of remedy or, if the breach is remediable) fails to remedy that breach within , it continues for a period of 60 thirty (30) days after being notified in writing written notice requiring it to do so; (c) any event occurs, or proceeding is taken, with respect be remedied has been given to the other party Party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardybreach; or (f) there is a change of control of ii. the other party (Party gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other Party shall be unable to pay its debts within the meaning of section 1124 123 of the Corporation Tax Insolvency Act 2010)1986, or if an order shall be made or resolution passed for the winding up of the other Party (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt; and (iv) If Sedex ceases to allow an auditor to be a Sedex AAC, due to breach of the Sedex General Terms and Conditions, this Agreement shall automatically terminate at the same time and without any liability for Sedex, whether direct or indirect and including in relation to loss of profit or damage to goodwill or reputation. 16.3 On 9.2 Upon termination of this agreement Agreement for any reason: (ai) all licences granted under this agreement your right to access the Information Exchange and use the Virtual Assessment service shall immediately terminatecease without further action of the Parties; (bii) each party shall return and make no further use of Sedex may remove any equipment, property, Documentation and other items (and all copies of them) belonging Data uploaded to the other party;Information Exchange, in relation to Virtual Assessments performed by your organisation, save that Sedex shall retain a copy of the Data for archival and quality assurance, purposes for a period of 6 years following termination; and (ciii) the Supplier may destroy you shall not be entitled to any return or otherwise dispose rebate of any of the Customer Data in its possession; and (d) any rights, remedies, obligations fees or liabilities of charges paid under 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 Agreement and shall remain liable for all outstanding and overdue fees or before the date of termination shall not be affected or prejudicedcharges.

Term and Termination. 16.1 (a) This agreement shallAgreement is entered into for an initial fixed period ending twenty years from its effective date. Thereafter, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and Agreement shall continue for the initial term and, thereafter, this agreement shall to be automatically renewed in effect for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies five years unless terminated by any Party upon twelve months’ prior written notice to all other Parties on the other party of termination, in writing, at least 90 days before the end last day of the Initial Subscription Term initial fixed term or any Renewal Period, in which case the relevant five-year period. Any termination by a Party shall only be effective with respect to the respective Party and shall be without prejudice to the continued binding effect of this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; orAgreement for all other Parties. (b) otherwise terminated Contrary to Art. 545 CO, this Agreement shall not be terminated, but shall continue to be in effect: (i) in case of death of a Party, provided that in such event, the heir(s) shall become a Party or Parties to this Agreement (einfache Nachfolgeklausel), and shall, hence, execute a deed of adherence hereto in the form as set forth in Annex 7.2(b); and (ii) in case of bankruptcy of a Party, if a Party is placed under guardianship or if the liquidating interest of a Party is subject to an execution sale, in which cases the rights of such Party may be exercised by a legal representative to the extent provided by applicable law, provided that, if a continuation of the Agreement with the Party affected by such events (represented by a legal representative, as the case may be) is not permitted under applicable law, the Agreement shall be continued among the remaining Parties. (c) If one of the Parties has disposed of all of its Shares in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itAgreement, either party may then, upon completion of such disposal, this Agreement shall terminate this agreement with immediate effect by giving written notice to the other party if: (a) 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, automatically with respect to such Party, and such Party shall no longer be a party to this Agreement, but this Agreement shall be continued among the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent;remaining Parties. (d) Each Party has the other party suspends or ceases, or threatens right to suspend or cease, carrying on all or terminate this Agreement with respect to itself by serving a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is six months’ prior written notice and a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging ROFR Notice to the other party; (c) Parties and the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rightsCo-Chairmen, remedies, obligations or liabilities of the parties that have accrued up to the date of such termination, including however, becoming only effective upon the right to claim damages sale or conversion of all Class B Shares in respect accordance with the provision in Art. 7.5 and 7.6, respectively (such Art. 7.5 and 7.6 being applicable mutatis mutandis). In the event of any breach of a termination pursuant this Art. 9.2(d), this Agreement shall be continued among the agreement which existed at or before the date of termination shall not be affected or prejudicedremaining Parties.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in The term of this clause 16, Agreement shall commence on upon the date stated on the Order Form Effective Date and shall continue for three (3) years from the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months Launch Date (each a Renewal Periodthe "Term"), unless:unless previously terminated as set forth below. The first year of the Term shall end twelve months after the Launch Date. The second year of the Term shall end twenty-four months after the Launch Date, and so on. (a) either During the Term: (i) Any party notifies may terminate this Agreement at any time: (A) immediately upon written notice if another party becomes insolvent, files a petition in bankruptcy or makes an assignment for the other benefit of its creditors; or (B) thirty (30) days after the written notice to another party of terminationsuch other party's breach of any of its material obligations under this Agreement, which breach is not remedied within such 30-day period. Such termination shall not relieve the party in writingbreach from liability for the performance of its obligations prior to such termination and shall be in addition to all other rights and remedies the terminating party may have available to it under this Agreement or at law or in equity; (ii) Lycos or Tripod's failure to meet the Launch Date shall constitute a breach of a material obligation under this Agreement. (iii) CDnow shall have the right to terminate this Agreement upon thirty (30) days written notice in the event that Lycos enters into any merger, at least 90 days before the end acquisition, transfer of the Initial Subscription Term control, sale of substantial assets or similar transaction with any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; orCompetitor. (b) otherwise terminated in accordance with Upon the provisions termination or expiration of this agreement. 16.2 Without affecting Agreement, each party will: (i) immediately cease any and all use of the other right parties intellectual property, including, without limitation, the other party's trademarks, tradenames, service marks, and other proprietary indicia; and (ii) promptly (within ten (10) days) return all assets (digital, proprietary or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice otherwise) belonging to the other party if: (a) 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;other. (c) any event occurs1, or proceeding is taken3(b)(ii), with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases3(b)(iii), or threatens to suspend or cease3(b)(v), carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 20103(b)(vii). 16.3 On , 3(b)(viii), 3(c), 7, 11(b), 11(C), 14, 15 and 16 shall survive termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedAgreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in (a) The terms of this clause 16, commence Agreement shall begin on the date stated on the Order Form Effective Date, and shall continue for a period through and including December 31, 2007 (the initial term and"INITIAL TERM") unless sooner terminated as provided below. Upon expiration of the Initial Term, thereafterunless terminated by either party by notice of termination given not less than sixty (60) days prior to the expiration of the Initial Term, this agreement Agreement shall be automatically renewed renew for successive periods of 12 months one (1) year terms (each a Renewal Period"RENEWAL TERM"), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or . During any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itTerm, either party may terminate this agreement with immediate effect Agreement, effective at the end of such Renewal Term by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default of termination given not less than 14 sixty (60) days after being notified in writing prior to make the expiration of such payment;Renewal Term. (b) This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (i) if the other party commits a ceases to do business, or otherwise terminates its business operations; (ii) if the other shall fail to promptly secure or renew any material breach license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days; (iii) if the other term breaches any material provision of this agreement Agreement and (if fails to fully cure such breach within thirty (30) days of written notice describing the breach; or (iv) if the other becomes insolvent, or seeks protection under any bankruptcy, receivership, trustee, creditor's arrangement composition or comparable proceeding, or if any such proceeding is remediableinstituted against the other and not dismissed within thirty (30) fails to remedy that breach within a period of 60 days after being notified in writing to do so;days. (c) any event occurs, or proceeding is taken, with respect Notwithstanding anything to the other party contrary in Section 9(b), (i) CMSI shall not terminate this Agreement so long as any jurisdiction to which it Shared Financial Institution is subject that has an effect equivalent or similar subscribing to the other party being deemed bankrupt or insolvent; Service via the CMSI System and (dii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for Agreement shall automatically terminate if during any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of Renewal Term 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 prejudicedno Shared Financial Institutions.

Term and Termination. 16.1 10.1. This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and Agreement shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise full force and effect until terminated in accordance with the provisions terms hereof. 10.2. This Agreement shall automatically terminate upon the earlier of (i) expiration of the Option Period if Teva does not exercise the License Option within such Option Period; and (ii) Teva failing to provide funding as required for the continuation of the R&D Program over and above Cell Cure’s Participation pursuant to Section 2.1.7 above. For the avoidance of doubt, upon the termination of this agreementAgreement pursuant to this Section 10.2, Teva shall have no rights in any Cell Cure IP and any information sublicensed to Teva hereinunder and Teva shall promptly transfer to Cell Cure, upon its written request, all related documents, instruments, records and data generated, developed or disclosed to it during the term of this Agreement and the R&D Program, in its possession, and shall be allowed to retain one copy for archival purposes. 16.2 Without affecting 10.3. At any other time, Teva shall have the right or remedy available at its sole discretion to it, either party may terminate this agreement Agreement for any or for no reason, by providing Cell Cure with immediate effect by giving thirty (30) days’ written notice to the other party if: (a) the other party fails of such decision. In this event Teva shall not be obliged to pay any amount due compensation to Cell Cure as a result of such termination. 10.4. Without derogating from any other remedies that either Party may have under the terms of this agreement on Agreement or at law, each Party shall have the due date for payment and remains in default not less than 14 days after being notified in writing right to make such payment;terminate this Agreement upon the occurrence of any of the following: (b) 10.4.1. the other party Party commits a material breach of any other term of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 forty-five (45) days after being notified in writing requested to do soso by the non-breaching Party; or 10.4.2. upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within ninety (90) days after the filing thereof. 10.5. Without derogating from and subject to Teva’s obligations pursuant to Section 10.6 below, upon the termination of this Agreement by Teva for any reason whatsoever after Teva has exercised the License Option: 10.5.1. the License granted to Teva by Cell Cure shall be terminated; (c) any event occurs10.5.2. Teva, or proceeding is takenits Sublicensees and Further Sublicensees shall cease all use of the Cell Cure IP and Licensed Product including the commercialization of Licensed Product; 10.5.3. Each Party, with respect at the written request of the other Party, shall immediately return to the other party in any jurisdiction to which it is subject that has an effect equivalent Party all materials, reports, updates, documentation, written instructions, notes, memoranda, discs or similar to records or other documentation or physical matter of whatsoever nature or description provided by the other party being deemed bankrupt or insolvent; (d) Party, except in the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion event that its ability to give effect such material is owned by such Party pursuant to the terms of this agreement is in jeopardy; orAgreement, and provided that each Party shall be allowed to retain one copy for archival purposes; (f) there is a change 10.5.4. At the request of control of either Party, the other party (within Party shall execute and deliver such assignments and licenses and other documents as may be necessary to fully vest in the meaning of section 1124 of requesting Party all right, title and interest to which it is entitled pursuant to this Section 10; and 10.5.5. Each Party shall be entitled to collect any debt then owed to it by the Corporation Tax Act 2010)other Party. 16.3 On 10.6. In addition to the provisions set forth in Section 10.5 above, upon the termination of this agreement for any reasonAgreement by Teva pursuant to Section 10.3 above or by Cell Cure pursuant to Section 10.4 above, after Teva has exercised the License Option: (a) 10.6.1. Teva shall promptly transfer to Cell Cure, upon Cell Cure’s written request, all licences granted under this agreement shall immediately terminate; (b) each party shall return documents, instruments, records and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging data relevant to the other party; (c) development or commercialization of Licensed Product generated, developed or disclosed to it during the Supplier may destroy or otherwise dispose term of any of this Agreement, including, but not limited to, all documentation and information related to the Customer Data Teva IP, in its possession; and, that are solely and directly related to Licensed Product, and shall be allowed to retain one copy for archival purposes; (d) any rights, remedies, obligations or liabilities of 10.6.2. Teva shall provide Cell Cure with a report summarizing its development activities and the parties that have accrued results up to the date of termination; 10.6.3. Teva shall be deemed without any further action to have granted to Cell Cure a non-exclusive, worldwide license (including the right to claim damages grant sublicenses), under Teva’s interest in any Teva IP that is solely and directly related to Licensed Product, to develop, have developed, make, have made, use, have used, offer for sale, sell, have sold, import and have imported Licensed Product; and 10.6.4. Teva shall transfer and assign to Cell Cure all existing marketing applications, registrations, marketing approvals, pricing approvals and similar rights with respect to Licensed Product. 10.7. Save as otherwise provided in this Agreement, any provision that by its nature is intended to survive termination or expiry shall survive the termination or expiry of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedthis Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise Agreement shall continue for so long as Motorola or NewCo still must perform any obligation under this Agreement but may be terminated earlier as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: Section by (a) either party notifies the other party of terminationMotorola, in writing, at least 90 days before the end event of the Initial Subscription Term a continuing breach by NewCo of this Agreement or any Renewal Period, in which case this other agreement shall terminate upon between the expiry of the applicable Initial Subscription Term Parties or Renewal Period; or (b) otherwise terminated NewCo, in accordance with the provisions event of a continuing breach by Motorola of this agreement. 16.2 Without affecting Agreement or any other right agreement between the Parties, including any failure of any Party to make a payment or remedy available to itprovide letters of credit when due under this Agreement or any other agreement between the Parties (a “Financial Breach”). In the event of any such Financial Breach or other breach, either party may terminate this agreement with immediate effect by giving written the offending Party shall use its commercially reasonable efforts to correct the act or omission causing the breach promptly. If the breach has not been cured to the reasonable satisfaction of the aggrieved Party within twenty five days after it provides notice to the other offending party, the aggrieved party if: (a) shall have the other party fails right to pay any amount due terminate the Agreement immediately. Notwithstanding the above, however, the aggrieved Party shall have the right to terminate the Agreement if a Financial Breach is not fully cured within ten days after the payment or letter of credit was due. Notwithstanding the above, an obligation which has not been performed as a result of an Excusable Delay shall not constitute a breach of this Agreement. If this Agreement is terminated as a result of a breach, as described in this Section, the aggrieved Party shall have all the rights and remedies provided by law; the aggrieved Party’s obligations under this Agreement shall also automatically be terminated (and the aggrieved Party may also terminate its obligations under all other agreements with the offending Party). Sections 1, 3.A, 3.D, 5, 8, 10.D, 10.E, 12, 13, 14, 17, 19, and 20 through 26, and any letters of credit provided under this Agreement or any related 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On shall survive termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedAgreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, 15.1 The Contract shall commence on the date stated when the Contract Particulars have been signed by both parties or, if signed on two different dates, the Order Form later of those dates (Effective Date) and shall continue for the initial term and, thereafter, this agreement Initial Term and shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) 15.1.1 either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or 30 days before the end of any Renewal Period, in which case this agreement the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) 15.1.2 otherwise terminated earlier in accordance with the provisions of this agreementthe Contract. 16.2 15.2 Without affecting any other right or remedy available to it, either party may terminate this agreement the Contract with immediate effect by giving written notice to the other party if: (a) 15.2.1 the other party fails to pay any amount due under this agreement the Contract on the due date for payment and remains in default not less than 14 fourteen (14) days after being notified in writing to make such payment; (b) 15.2.2 the other party commits a material breach of any other term of this agreement and the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c) 15.2.3 the other party repeatedly breaches any of the terms of the Contract 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 the Contract; 15.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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; 15.2.5 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 compromise or arrangement with its creditors 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; 15.2.6 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; 15.2.7 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; 15.2.8 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; 15.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 15.2.10 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 the other party being deemed bankrupt or insolvent;events mentioned in condition 15.2.4 to condition 15.2.9 (inclusive); or (d) 15.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 15.3 On termination of this agreement the Contract for any reason: (a) 15.3.1 all licences granted under this agreement the Contract shall immediately terminate; (b) 15.3.2 each party shall return and make no further use of any equipment, property, Documentation information and other items (and all copies of them) belonging to the other party; (c) the Supplier 15.3.3 Posturite may destroy or otherwise dispose of any of the Customer Data in its possessionpossession unless Posturite receives, no later than 10 Business Days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Posturite 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 not due at the date of termination); and (d) 15.3.4 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 Contract which existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 16.1 17.1 This agreement shallAgreement shall become effective as of the Effective Date, unless and shall remain in effect initially until the Expiration Date, or otherwise terminated as provided in this clause 16, commence on by the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated Parties in accordance with the provisions of this agreementAgreement (“Term”). 16.2 Without affecting 17.2 This Agreement may be terminated by a Party, with written notice, without prejudice to any other right rights such Party may have, upon the occurrence of either one or remedy available 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 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 it, either party may terminate this agreement with immediate effect by giving the Party’s reasonable satisfaction within thirty (30) days after written notice to the other party if:Party specifying the nature of such default and requiring remedy of the same; (ac) by Customer in the other party event REC fails to perform the obligations as set out in Section 2.4; or d) by REC in the event that Customer fails to pay any amount due the Deposit or Incremental Deposit to REC as required 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;Section 2.3. (b) the other party commits a material breach of any other term 17.3 Termination of this agreement and (if such breach Agreement for any reason shall not affect any obligation which from the context thereof is remediable) fails intended to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to survive the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under Agreement, including without limitation, Sections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this agreement Agreement which shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging continue to be binding upon the Parties to the other party; extent stated therein (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedwhere applicable).

Term and Termination. 16.1 7.1 This agreement shall, unless otherwise Agreement shall be effective upon the execution by the authorized representatives of the Parties and shall be automatically terminated upon the expiration of the Cooperation Term as provided in Section 7.2 hereof. 7.2 The business cooperation term set forth in this clause 16, Agreement shall commence on the date stated Effective Date and continue in full force and effect for an initial term of 6 years therefrom, which may be extended upon the mutual agreement of WCI and Dada (as may be extended from time to time, the “Cooperation Term”). Not less than six (6) months prior to the expiration of the Cooperation Term, the Parties shall negotiate in good faith the extension of the Cooperation Term. Notwithstanding the foregoing, if there is any other specific provision(s) on the Order Form and applicable business cooperation term with respect to any specific item in this Agreement, such specific provision shall continue for the initial term and, thereafter, this agreement shall prevail with respect to such specific item. 7.3 This Agreement may be automatically renewed for successive periods of 12 months (each a Renewal Period), unlessterminated: (a1) either party notifies upon mutual agreement by WCI and Dada; (2) by WCI (if the other party breaching Party is Dada) or Dada (if the breaching Party is WCI), upon any breach of terminationa material provision of this Agreement by a Party, in writing, at least 90 if such breach is incapable of being cured or remains uncured for 30 days before after receipt of written notice from WCI (if the end breaching Party is Dada) or Dada (if the breaching Party is WCI) specifying the occurrence or existence of the Initial Subscription Term breach, provided that neither WCI nor Dada may exercise the termination right pursuant to this clause if it is then in breach of any material provision of this Agreement; (3) by WCI, upon (i) the filing by Dada of a petition in bankruptcy, insolvency or similar proceeding; (ii) the filing by Dada of any Renewal Periodpetition or answer seeking reorganization, in which case this agreement shall terminate upon readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; (iii) an adjudication that Dada is bankrupt or insolvent; (iv) the expiry appointment of a receiver for all or substantially all of the applicable Initial Subscription Term properties of Dada; (v) the making by Dada of any assignment for the benefit of creditors; (vi) the institution of any proceedings for the liquidation or Renewal Periodwinding up of Dada’s business that remains outstanding, undismissed, for more than 45 days or (vii) Dada takes, becomes the subject of or undergoes, the Chinese equivalent of any of the actions, proceedings or events referred to in clauses (i) through (vi) above; or (b4) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itby Dada, either party may terminate this agreement with immediate effect by giving written notice to the other party if: upon (ai) the other party fails to pay any amount due under this agreement on the due date for payment and remains filing by WCI of a petition in default not less than 14 days after being notified in writing to make such payment; bankruptcy, insolvency or similar proceeding; (bii) the other party commits a material breach filing by WCI of any other term petition or answer seeking reorganization, readjustment or arrangement of this agreement and its business under any law relating to bankruptcy or insolvency; (if such breach iii) an adjudication that WCI is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; ; (div) the other party suspends or ceases, or threatens to suspend or cease, carrying on appointment of a receiver for all or a substantial part substantially all of its business; the properties of WCI; (ev) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use making by WCI of any equipment, property, Documentation and other items assignment for the benefit of creditors; (and all copies of them) belonging to the other party; (cvi) the Supplier may destroy institution of any proceedings for the liquidation or otherwise dispose winding up of WCI’s business that remains outstanding, undismissed, for more than 45 days or (vii) WCI takes, becomes the subject of or undergoes, the Chinese equivalent of any of the Customer Data actions, proceedings or events referred to in its possession; andclauses (i) through (vi) above. (d7.4 If this Agreement expires or is terminated pursuant to Section 7.3, the Parties shall cease to perform this Agreement, provided that Sections 8, 10, 13, 14, 15 and 16 hereof shall survive the termination of this Agreement. If any Party is in breach of any provision(s) any rights, remedies, obligations or liabilities of the parties that have accrued up as set forth herein prior to the date expiration or termination of terminationthis Agreement, including such Party shall bear the right liability for breach pursuant to claim damages in respect of any breach of Section 14 hereof. Other post-termination arrangements and matters shall be arranged and resolved through friendly negotiation between the agreement which existed at or before the date of termination shall not be affected or prejudicedParties.

Term and Termination. 16.1 11.1. This agreement shall, unless otherwise terminated as provided in this clause 16, commence Agreement shall come into full force and effect from the Agreement Date and shall remain valid and binding on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise Parties until such time that it is terminated in accordance with Clauses 11.2 to 11.4 (Term and Termination). 11.2. This Agreement may be terminated prior to the Closing Date, by written mutual consent of the Parties. For avoidance of doubt, the Purchaser shall have a right to terminate this Agreement on the occurrence of any termination event under the 360 One10 SPA I, the 360 One9 SPA I or the 360 One9 SPA II. 11.3. This Agreement shall terminate and cease to exist automatically on the RHP Filing Date without any further action from the parties. However, if the IPO is not completed within 60 (sixty) days of the RHP Filing Date, the Parties agree that the provisions of this agreementAgreement (as existing prior to the RHP Filing Date) shall: (i) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the part of any Party and the waivers provided under this Agreement shall stand rescinded; and (ii) be deemed to have been in force during the period between date of execution of this Agreement and the RHP Filing Date, without any break or interruption whatsoever, and (iii) all the rights of each of the Shareholders shall, be deemed to have been restored to the position existing prior to the RHP Filing Date. 16.2 Without affecting any other right or remedy available to it11.4. This Agreement may be terminated at the option of the Purchaser, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) Parties if the other party fails to pay any amount due under this agreement Closing has not occurred on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect prior to the other party in any jurisdiction to which it is subject that has an effect equivalent Long Stop Date (including non-completion of the Conditions Precedent on or similar prior to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010Long Stop Date). 16.3 On 11.5. Save and except as otherwise expressly provided under this Agreement, the right to terminate above shall be without prejudice to all other rights and remedies available to a Party under applicable Law. 11.6. The termination of this agreement for Agreement shall not relieve any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use Party of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up prior 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. 16.1 This agreement shall, unless otherwise terminated as provided in (a) The term of this clause 16, Agreement shall commence on the date stated on the Order Form Closing Date and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end terminate as of the Initial Subscription Term or date that the provision of all Transition Services has expired (including any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (bextension) otherwise unless earlier terminated in accordance with the provisions terms of this agreementAgreement, including Section 10 and Schedule A (the “Term”). 16.2 Without affecting (b) Schedule A sets forth the expiration date for each Transition Service and any other right or remedy available extension option with respect to itsuch Transition Service. (c) Except for Section 7 of the this Agreement, either party which it may not terminate, Purchaser may terminate any individual Transition Service upon thirty (30) days prior written notice to Iconix; provided that such termination will not cause or contribute to Purchaser’s breach of Section 7 of this agreement Agreement. After termination of such Transition Services, Purchaser shall remain obligated to pay any Fees owed in connection with immediate effect terminated Transition Services rendered but not paid prior to termination. (d) Except for Section 7 of this Agreement, which it may not terminate, Iconix may terminate any individual Transition Service by giving written notice to the other party if: Purchaser if Purchaser has taken any action or made any omission making it impossible or commercially unreasonable for Iconix to provide such Transition Service and Purchaser shall have failed to remedy such situation within fifteen (a15) 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; (b) the other party commits a material breach receipt of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;written notice thereof from Iconix. (e) This Agreement may be terminated by either Party upon thirty (30) days prior written notice if the other party's financial position deteriorates so far as to reasonably justify Party is declared insolvent or bankrupt, or makes an assignment for the opinion that its ability to give effect to benefit of creditors, or a receiver is appointed or any proceeding is demanded by, for or against the terms of this agreement is in jeopardy; or (f) there is a change of control other under any provision of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)Federal Bankruptcy Act. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shall, unless otherwise terminated as provided in 13.1 The term of this clause 16, Agreement will commence on the date stated on the Order Form signature page is executed by both parties and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, remain in writing, at least 90 days before the 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 (b) otherwise force until terminated in accordance with the provisions of this agreementAgreement. 16.2 Without affecting 13.2 The term of any other right Supply Agreement will commence on the Commencement Date and will either expire or remedy available terminate in accordance with the terms of that Supply Agreement or this Agreement. 13.3 If there are no outstanding Supply Agreements and no Orders under negotiation, then the Vendor may give not less than 30 days’ notice in writing to itterminate this Agreement. 13.4 The Vendor may give not less than 30 days’ notice in writing to terminate this Agreement. On termination of this Agreement, either the Vendor may, in its sole discretion, terminate any Supply Agreements that have not yet been fulfilled, and the Purchase will not be entitled to a refund of any deposit. 13.5 Either party may terminate this agreement with immediate effect by giving Agreement or any Supply Agreement immediately on written notice to notice, if the other party ifparty: (a) 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;ceases operations; or (b) goes into liquidation or has a receiver or statutory manager appointed of any of its assets, becomes insolvent or makes any arrangement with creditors. 13.6 Either party (referred to as the First Party in this clause 13.6) may terminate this Agreement immediately on written notice, if the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reasonAgreement and: (a) all licences granted that material breach cannot be rectified; or (b) the material breach can be rectified but the party in breach has not rectified it to the First Party’s satisfaction (acting reasonably) within 30 days of receiving notice from the First Party requiring the breach to be rectified. 13.7 Either party (referred to as the First Party in this clause 13.7) may terminate a Supply Agreement immediately on written notice, if the: (a) other party commits a material breach of that Supply Agreement and: (i) that material breach cannot be rectified; or (ii) the material breach can be rectified but the party in breach has not rectified it to the First Party’s satisfaction (acting reasonably) within 30 days of receiving notice from the First Party requiring the breach to be rectified; or (b) First Party has terminated another Supply Agreement and termination of that Supply Agreement has a material adverse effect on the Supply Agreement under consideration. 13.8 Subject to clause 13.4, termination of: (a) any one or more Supply Agreements will not affect the validity or enforceability of any remaining Supply Agreements or this agreement shall immediately terminateAgreement; (b) each party shall return and make this Agreement will not affect the validity or enforceability of any remaining Supply Agreements, but no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to Supply Agreements will be entered into between the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedparties.

Term and Termination. 16.1 9.1 This agreement shall, Agreement is effective from the Start Date as set out in the SOW and unless otherwise terminated as provided earlier in accordance with this clause 169, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, as set out in the SOW. 9.2 Without prejudice to any rights that have accrued under this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term Agreement or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term its rights or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itremedies, either party Party may terminate this agreement the Agreement with immediate effect by giving written notice to the other party Party if: (a) 9.2.1 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; (b) the other party Party commits a material breach of any other term of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 45 days after being notified in writing to do so; or 9.2.2 the other Party suspends, or threatens to suspend, payment of its debts; is unable to pay its debts as 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; (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; (being a partnership) has any partner to whom any of the foregoing apply; (c) 9.2.3 any event occurs, or proceeding is taken, with respect to the other party Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2.2; or 9.2.4 the other party being deemed bankrupt or insolvent; (d) the other party Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;. (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms 9.3 Any provision of this agreement Agreement which expressly or by implication is intended to come into or continue in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On force on or after termination of this agreement Agreement will remain in full force and effect. 9.4 Termination of this Agreement, for any reason, will not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 9.5 Upon termination of this Agreement for any reason: (a) all licences granted under this agreement shall 9.5.1 Panoptics will immediately terminatecease provision of the Services and Deliverables; 9.5.2 the Customer will be liable to pay on demand all reasonable charges, expenses or other costs sustained or incurred by Panoptics up until the effective date of termination of the Agreement (bincluding without limitation with respect to the Panoptics Equipment), subject to Panoptics confirming such charges, expenses or costs to the Customer in writing. 9.5.3 unless required to be retained by law, each Party will promptly return or destroy (at the disclosing Party’s option) each party shall return and make no further use of any equipment, property, Documentation materials and other items (and all copies of them) belonging to the other partyParty; (c) 9.5.4 the Supplier Customer will promptly return any Panoptics Equipment and in the event the Customer fails do so, Panoptics reserves the right to enter the Customer’s premises and take possession of such equipment. The Customer acknowledges and agrees until time as the Panoptics Equipment is back in Panoptics’ possession, the Customer is solely responsible for its safekeeping. 9.5.5 Panoptics may destroy or otherwise dispose of any Customer Materials in its possession unless Panoptics receives, no later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the most recent backup of the Customer Data in data. Panoptics will use reasonable commercial efforts to deliver the backup to the Customer within 30 days of its possession; and receipt of such a written request, provided that the Customer has, at that time, paid all Charges and other expenses outstanding at, and resulting from, termination (d) any rights, remedies, obligations whether or liabilities of the parties that have accrued up to not due at the date of termination, including the right to claim damages ). The Customer will pay all reasonable expenses incurred by Panoptics in respect returning or disposing of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedCustomer Materials.

Term and Termination. 16.1 14.1 This agreement shall, unless otherwise terminated as provided in this clause 1614, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (ai) either party notifies the other party of termination, in writing, at least 90 days before the 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 (bii) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 14.2 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 if: (ai) 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 30 days after being notified in writing to make such payment; (bii) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (ciii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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 (IA 1986) 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 IA 1986; (iv) 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 compromise or arrangement with its creditors 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; (v) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (vi) 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 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; (vii) 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 (being a company, partnership or limited liability partnership); (viii) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (ix) 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; (x) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (xi) 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 the other party being deemed bankrupt or insolventevents mentioned in clause 14.2(c) to clause 14.2(j) (inclusive); (dxii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (exiii) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (fxiv) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 14.3 On termination of this agreement for any reason: (ai) all licences granted under this agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (bii) 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; (ciii) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession. The Customer shall pay all reasonable expenses incurred by the Supplier in disposing of Customer Data; and (div) 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. 16.1 2.1 This agreement shallAgreement shall be for a term of one (1) year from the date first specified above, unless otherwise terminated as provided in earlier pursuant to this clause 16Agreement or extended by a mutual written agreement executed by both Parties. Provided that for any Statement of Work executed during the one (1) year term of this Agreement, commence on should the date stated on performance of the Order Form and shall continue for Services extend beyond the initial one (1) year term andof this Agreement, thereafter, then the terms of this agreement Agreement shall be automatically renewed extended solely for successive periods and until completion of 12 months the Services. 2.2 Either Party may terminate this Agreement (each a Renewal Period), unless: or any Statement of Work) upon fifteen (a15) either party notifies days’ prior written notice in the event of substantial failure by the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated Party to perform in accordance with the provisions terms of this agreement. 16.2 Without affecting Agreement (or such Statements of Work) through no fault of the terminating Party; provided that such notice shall specify in reasonable detail the nature of such substantial failure of performance; and further provided that if during such fifteen-day period such other Party substantially remedies such performance, this Agreement (or such Statement of Work) shall not be terminated. However, the non-performing Party shall not be relieved of the obligation to complete such performance or from liability for any damages caused to the other right Party by such failure of performance. This Agreement (including any or remedy available to itall Statement of Work) may also be terminated by CALPINE for its convenience without penalty or termination fee, either party may terminate this agreement with immediate effect by giving but only upon fifteen (15) days’ prior written notice to the other party if: (a) the other party fails to PROFESSIONAL and CALPINE shall pay PROFESSIONAL for all authorized expenses and work performed under 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; (b) the other party commits a material breach terminated Statement of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to Work through the date of termination, including the right to claim damages in respect . 2.3 Upon receipt of any breach of the agreement which existed at or before the date notice of termination from CALPINE, unless otherwise permitted by the foregoing provisions or otherwise instructed within the body of such notice, PROFESSIONAL shall not be affected discontinue its Services, and as soon as reasonably possible thereafter, shall deliver to CALPINE all data, documents, drawings, reports, files, estimates, summaries and such other information and materials, as may have been accumulated by PROFESSIONAL in the performance of this Contract, whether completed or prejudicedin process.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in a. The initial term of this clause 16, commence Agreement shall begin on the date stated on the Order Form hereof and shall continue for until the date that is thirty-six (36) months after the date of the initial term and, thereafter, this agreement funding of the Trust (“Initial Term”). This Agreement shall be extended automatically renewed for successive additional one (1) year periods of 12 months thereafter (each a “Renewal Period), unless: (aTerm”) unless either party notifies gives the other party of terminationa 90-day written notice, in writing, at least 90 days before the end of the Initial Subscription Term current term, of its intent to terminate this Agreement, or unless this Agreement is terminated as otherwise provided in this Agreement. This Agreement may also be terminated (i) upon a breach by one party of a material term or covenant in this Agreement, if the non-breaching party provides written notice of any Renewal Periodsuch breach to the breaching party and its election to terminate this Agreement, in which case this agreement shall terminate upon and such breach is not cured within 15 days (or such longer reasonable period, not to exceed 60 days, as may be required to effect a cure) after the expiry date of such written notice of breach and termination, (ii) at the election of ▇▇▇▇▇▇, if the Employer does not fund the Trust within twelve (12) months of the applicable Initial Subscription Term date hereof or Renewal Period; orotherwise fails to make agreed upon contributions to the Trust, (iii) by the Employer, on thirty (30) days written notice, if both of the following conditions occur: (1) a universal healthcare system goes into effect in the State of California or the United States which expressly eliminates the Employer’s obligations to pay any party for its contractual OPEB commitments, and (2) the Employer obtains a current actuarial valuation of the Trust confirming that there is no remaining OPEB liability. The waiver by a party of the other party’s breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such party, nor does such party waive its rights to seek future remedy for a previous breach. (b) otherwise terminated in accordance with b. Notwithstanding the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itSection 6(a), either party may terminate this agreement with immediate effect by giving written notice to Agreement on the occurrence of the following events, provided that the terminating party gives the other party if: ninety (a90) days advance written notice for such termination: . The termination of 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardyFuturis Trust Administrative Services Agreement; or (f) there is a change of control i. The receipt of the other party (within District of a ruling from the meaning IRS that the Plan and/or the Trust do not meet the requirements of section 1124 Internal Revenue Code Section 115 and/or that, as such, the earnings of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return trust are not exempt from tax, and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 such adverse ruling is not reversed before the date of termination shall not be affected or prejudicedninety (90) day notice period has elapsed.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in 15.1 The term of this clause 16, Agreement shall commence on the date stated on the Order Form Effective Date and shall continue for the initial term andof the last to expire of the UW's intellectual property right controlling Licensed Products, thereafterunless sooner terminated as set forth in this Agreement. 15.2 In the event of any material breach of this Agreement by either party (other than any breach of Company's obligations under Paragraphs 10.2, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period10.3, or 10.4), unless: (a) either party notifies then the other party shall be entitled to terminate this Agreement by giving the breaching party written notice of such termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 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 ifprovided that: (a) the terminating party has given the other party fails written notice of such breach and its intent to pay any amount due under terminate this agreement on Agreement if the due date for payment and remains in default breach is not less than 14 cured within thirty (30) days after being notified in writing to make the date of such payment;notice or such later date as may be specified by the terminating party; and (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach not cured within a the cure period of 60 days after being notified specified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other terminating party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: notice and (a) all licences granted under this agreement shall immediately terminate; (b) each above or, if the breach cannot reasonably be cured within such cure period, the party shall return in breach commences to cure the breach within such cure period and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging thereafter diligently pursues the same to the other party;completion; and (c) the Supplier notice of termination is given prior to completion of the cure. 15.3 Company shall have a right to terminate this Agreement or any license granted herein, with or without cause, upon ninety (90) days' prior written notice to UW. 15.4 Except as otherwise provided in Paragraph 10.5, the provisions under which this Agreement or any licenses, options, or obligations may destroy be terminated or otherwise dispose suspended shall be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. 15.5 Termination of this Agreement 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 of the Customer Data Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or service mark, ▇▇eviously assigned or transferred to Company by UW and/or Developers. Company may with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in its possession; and inventory for a period of ninety (d90) 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 days from the date of 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 be affected relieve Company from any financial obligation to UW accruing prior to or prejudicedafter termination or from performing according to any and all other provisions of this Agreement expressly agreed to survive termination.

Term and Termination. 16.1 10.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence Agreement shall be of full force and effect on and from the date stated on the Order Form hereof and shall continue for the an initial term and, thereafter, this agreement of fifteen (15) years from the Effective Date and shall be automatically renewed thereafter for successive periods extension terms of 12 months five (each a Renewal Period)5) years each, unlessunless terminated earlier as provided for in this Agreement. 10.2 Hexion may, in addition to its other remedies, terminate this Agreement in its entirety in any of the following circumstances: (a) either party notifies if a Bankruptcy Event occurs and is continuing in relation to Shell and Shell does not provide adequate assurances to Hexion within thirty (30) days of the other party occurrence of terminationthe Bankruptcy Event that Shell will continue to provide all SUMF Items to Hexion on the terms and conditions of this Agreement; (b) with no less than twelve (12) months’ prior written notice, in writingfollowing the decision by Hexion to discontinue all its operations at the Site to which SUMF is rendered or alter such operations to such an extent that no SUMF Item from Shell is required; or (c) with no less than three (3) years’ prior written notice, effective (i) at least 90 days before the end of the Initial Subscription Term initial fifteen (15) year term or (ii) at the end of any Renewal Periodfive (5) year extension term, as the case may be. 10.3 The Purchaser may, in which case addition to other remedies, terminate this agreement shall terminate upon the expiry Agreement as to an individual SUMF Item in any of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise following circumstances, provided always that no item of Sole Supplier SUMF may be terminated in accordance with by the provisions of Purchaser without terminating this agreement. 16.2 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 ifAgreement as a whole: (a) if a Bankruptcy Event occurs and is continuing in relation to the other party fails Supplier and the Supplier does not provide adequate assurances to pay any amount due under this agreement the Purchaser within thirty (30) days of the occurrence of the Bankruptcy Event that the Supplier will continue to provide the particular SUMF Item to the Purchaser on the due date for payment terms and remains in default not less than 14 days after being notified in writing to make such paymentconditions of this Agreement; (b) if, for reasons other than Force Majeure, a SUMF Item is not properly supplied by the other party commits a material breach of any other term of this agreement Supplier within specifications and such failure continues for more than ten (if such breach is remediable10) fails to remedy that breach within a period of 60 business days after being notified in writing thirty (30) days prior written notice from the Purchaser to do sothe Supplier; (c) 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 the other party being deemed bankrupt or insolvent[Intentionally Omitted]; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; with at least three (b3) each party shall return and make no further use of any equipmentyears’ prior written notice, property, Documentation and or such other items (and all copies of them) belonging to notice period as is provided in the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possessionSchedules; 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. 16.1 13.1 This agreement shall, unless otherwise terminated as provided in this clause 1613, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term 13.2 Notwithstanding the provisions of clause 13.1, unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of may terminate this agreement for convenience following the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon on providing not less than ninety (90) days prior written notice to the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreementother party. 16.2 13.3 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 if: (a) 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 seven (7) days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 thirty (30) days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of the agreement 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 the agreement; or (d) the other party becomes insolvent, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws or makes an assignment for the benefit of creditors (or 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control any of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010events mentioned in this clause). 16.3 13.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possessionpossession unless the Supplier receives, no later than ten 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 not due at the date of 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. 16.1 This agreement shall17.1 The initial term of this Agreement (the “Initial Term”) begins on ____________, 2016 (the “Commencement Date”), and continues for a period of seven Contract Years, unless otherwise terminated extended as provided in this clause 16, commence on hereinafter provided. 17.2 At the date stated on end of the Order Form and shall continue for the initial term and, thereafterseventh Contract Year, this agreement Agreement shall then continue on a year to year basis unless cancelled by either Party by delivering not less than 180 days’ notice to the other Party. The Initial Term and any such renewal term shall collectively be automatically renewed for successive periods of 12 months (each a Renewal Periodthe “Term”), unless. 17.3 A Party may terminate this Agreement during the Term under the following circumstances: (a) either party notifies Either Party fails to pay any sum owed by it to the other party of termination, in writing, at least 90 Party under this Agreement within 15 days before the end of the Initial Subscription Term or delivery to the defaulting Party of a notice of default; provided, however, that neither Party shall have a right to terminate this Agreement under this Section 17.3(a) with respect to any Renewal Period, disputed amounts that remain outstanding in which case accordance with Section 3.3 of this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; orAgreement. (b) otherwise terminated The Parties may terminate this Agreement by execution of a written agreement signed by authorized representatives of both Parties, in which event the termination shall be effective on the date specified in such agreement. (c) Either Party may terminate this Agreement in the event of a material breach of this Agreement (other than for failure of payment to which Section 17.3(a) shall apply) by the other Party upon not less than 30 days prior written notice to such defaulting Party unless such breach has been cured within 30 days from receipt by the defaulting Party of such notice. (d) Either Party may terminate this Agreement, in its entirety or with respect to a portion of the applicable Terminal only, in accordance with the provisions of Sections 4.6, 4.7, 12.3, or Section 26 of this agreementAgreement. 16.2 Without affecting 17.4 Upon any other right or remedy available termination of this Agreement, Customer shall arrange the removal of all Product from the applicable Terminal. Customer agrees to itreimburse Owner for the actual costs of such removal, either party may terminate which shall include the expense of any necessary cleaning and restoration to their previous condition of the Terminals, plus a 10% administrative fee. 17.5 Each Party’s obligations under this agreement Agreement shall end as of the effective date of its termination in accordance with immediate effect by giving written notice this Agreement; provided, however, that each Party shall remain liable to the other party if: hereunder with respect to (a) the other party fails to pay any amount due obligations accruing under this agreement on Agreement prior to the due effective date for payment and remains in default not less than 14 days after being notified in writing to make of such payment; termination, including any indemnification obligations provided hereunder or (b) the other party commits a material breach of any other term of as otherwise provided in this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified Agreement. Notwithstanding anything in writing to do so; (c) any event occurs, or proceeding is taken, with respect this Agreement to the other party in any jurisdiction to which it is subject that has an effect equivalent contrary, Section 2.7, Section 2.8, Section 7, Section 8.2, Section 17.4, this Section 17.5, Section 20, Section 21, Section 23, Section 24 and Section 27 shall survive the expiration or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedAgreement.

Term and Termination. 16.1 This agreement shall13.1 The term of this Agreement will begin upon the Effective Date and will continue until terminated, unless otherwise terminated as provided in this clause 16set forth herein. 13.2 If either party breaches a material provision and where capable of remedy does not cure such breach within thirty (30) days after written notice from the other party, commence on such other party will have the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: right at its option to: (a) suspend performance or payment until such breach is cured; (b) terminate this Agreement, (c) seek a combination of (a) and (b) and those remedies available at law or equity to the extent not limited by the terms of this Agreement. If the breach involves a delay in or failure to pay money when due, the cure period will be ten (10) days rather than thirty (30) days. The election of (a), (b) or (c) above wil1 not excuse the breaching party from any obligation arising prior to the date of such election. 13.3 Should either party notifies party: (a) become insolvent; (b) make an assignment for the benefit of creditors; (c) file or have filed against it a petition in bankruptcy or seeking reorganization; (d) have a receiver appointed; and/or (e) institute any proceedings for 1iquidation or winding up; then the other party may, in addition to other rights and remedies it may have, terminate this Agreement immediately by written notice. 13.4 Upon termination of this Agreement, the licenses and rights granted hereunder and the obligations imposed hereunder will cease except as otherwise expressly set forth herein. Upon termination, Licensee will return the Software including all copies and documentation pertaining thereto in Licensee's possession and those copies furnished to any Manufacturer, and will notify through one of Licensee's officers, in writing, at least 90 of such return within thirty (30) days before the end of the Initial Subscription Term or any Renewal Periodtermination. The ownership, in which case this agreement shall terminate confidentiality, warranties, indemnity, 1imitation of liability, payment of fees, obligations upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the termination, and general provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to Agreement will survive the other party if: (a) 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipmentAgreement indefinitely, property, Documentation and other items (and all copies of them) belonging to unless otherwise specified in the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedrespective section.

Term and Termination. 16.1 9.1 This agreement shall, unless otherwise terminated as provided in this clause 16, Agreement shall commence on the date stated on the Order Form and Effective Date and, unless earlier terminated in accordance with this Clause 9, shall continue for the initial term and, thereafter, in full force and effect without limit of period. 9.2 Licensor may terminate this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unlessAgreement immediately at any time by written notice to Licensee if: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon parties constituting the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions Licensee commits a material breach of this agreement. 16.2 Without affecting Agreement (including any other right breach of its payment obligations under this Agreement) which is not remediable, or if remediable, it has failed to remedy available to it, either party may terminate this agreement with immediate effect by giving within thirty (30) days of receiving written notice requiring it to the other party if: (a) 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 paymentdo so; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) Purchaser fails to remedy that breach pay any of the Deferred Consideration properly due under the Share Purchase Agreement within a period thirty (30) days of 60 days after being notified in writing to do sothe due date for payment; (c) any event occurs, or proceeding is taken, with respect to of the other party in Intra Group Guarantees are enforced against any jurisdiction to which it is subject that has an effect equivalent or similar to member of the other party being deemed bankrupt or insolventSeller’s Group; (d) either of the other party suspends parties constituting the Licensee ceases to do business, becomes unable to pay its debts as they fall due, becomes or ceasesis deemed insolvent, has a receiver, manager, administrator, administrative receiver or threatens to suspend similar officer appointed in respect of the whole or cease, carrying on all or a substantial any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction), enters into liquidation whether compulsorily or voluntarily or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction; (e) either of the other party's financial position deteriorates so far parties constituting the Licensee challenges or disputes the validity or ownership of, or takes any step inconsistent with, any of the Trade Marks or Domain Names, including by taking any action either directly or indirectly to oppose the renewal of or to cancel any registration of the Trade Marks or Domain Names; (f) either of the parties constituting the Licensee ceases to use the Trade Marks or Domain Names in relation to the Goods and Services in the Territory or ceases to operate ten (10) or more Borders Stores in the Territory for a continuous period of twelve (12) months; (g) either of the parties constituting the Licensee acts in a manner which results in material damage to the reputation of the Trade Marks or Domain Names; (h) the Company undergoes a Change of Control except in relation to a transfer to an Investor Affiliate; (i) a Competitor of the Licensor acquires a legal or beneficial interest of 20% or more in either of the parties constituting the Licensee without the Licensor’s prior written consent; or (j) any Sub-Licensee either (i) does any act or fails to take any action if such act or omission would constitute a material breach of this Agreement if taken by, or was the responsibility of (as appropriate), Licensee; or (ii) commits a material breach of its sub-licence which is not remediable or, if remediable, Sub-Licensee has failed to reasonably justify remedy within thirty (30) days of Licensor notifying Licensee of the opinion that its ability relevant breach. 9.3 This Agreement shall immediately terminate in relation to give effect Borders Books Ireland Limited if Borders Books Ireland Limited undergoes a Change of Control except in relation to a transfer to an Investor Affiliate. A termination in such circumstances shall not affect the terms of this agreement is in jeopardy; or Agreement with Borders (fUK) there is a change of control of Limited which shall continue on the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)terms set out herein. 16.3 On 9.4 Upon expiry or termination of this agreement Agreement for any reason: (a) all rights and licences granted to Licensee under this agreement Agreement shall immediately terminatewithin 90 days cease immediately, and Licensee shall, subject to the remainder of this Clause 9.3, cease all activities authorised by this Agreement and Licensee shall not thereafter use or apply the Domain Names or any of the Trade Marks or any marks or domain names which are confusingly similar, and shall procure that any Sub-Licensee(s) do likewise; (b) Licensee shall ensure that all references to the Trade Marks or Domain Names on its or its Sub-Licensee’s premises, vehicles, business documents or other documents or materials of any nature are removed and shall remove any reference to the Trade Marks in its company and/or trading name; and (c) each party shall promptly return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging procure the return to the other party; (c) , or, at the Supplier may destroy or otherwise dispose of any other party’s direction, destroy, all property of the Customer Data other party (including without limitation, all Confidential Information) then in its possession; and (d) , custody or control and shall not retain any rights, remedies, obligations or liabilities copies of the parties that have accrued up to the date same. 9.5 Termination of termination, including this Agreement for any reason shall not give either party the right to claim damages in respect any compensation, indemnity or reimbursement whatsoever from the other by reason of such termination, but termination shall be without prejudice to any breach of rights or remedies available to, or any obligations or liabilities accrued to, either party at the agreement which existed at or before the effective date of termination and (subject to clause 8.3(c)) shall not be affected or prejudicedaffect any sub-licences granted by Licensee pursuant to the terms of this Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in The original term of this clause 16, Agreement shall commence on the date stated on Effective Date and, unless this Agreement is otherwise terminated, the Order Form and term shall continue until a Party elects to terminate this Agreement by providing the other Party with at least thirty (30) days’ prior written notice of its intention to terminate. Upon termination of this Agreement, Subscriber shall cease any and all use of the Service. Notwithstanding the foregoing, this Agreement may also be terminated by: A. Either Party in the event of a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unless, if the material breach is capable of being cured, the material breach is cured within the notice period; B. Nasdaq, immediately, in the event that the Subscriber becomes insolvent; or the Subscriber makes an assignment for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods benefit of 12 months (each a Renewal Period), unless: (a) either party notifies creditors; or the other party of terminationSubscriber does not pay its debts as they become due or admits, in writing, at least 90 days before its inability to pay its debts when due; or when Subscriber becomes the end subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; C. Nasdaq, immediately, in the event that the Subscriber is not permitted to receive or Nasdaq is prevented from disseminating the Service, or any part thereof; or any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber is, as of the Initial Subscription Term time made or any Renewal Periodfurnished, false or misleading; or that Nasdaq, in which case this agreement shall terminate upon its sole discretion, determines that any material failure on the expiry part of the applicable Initial Subscription Term Subscriber to comply with this Agreement has or Renewal Periodis likely to have an adverse impact on the operation or performance of the System or Service or on a market; D. Nasdaq, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period; or (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itE. Nasdaq, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default upon not less than 14 days after being notified thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Service to all other eligible individuals or entities that were receiving the same class of Service as Subscriber. F. Nasdaq, immediately, in writing the event that Subscriber has materially violated or is about to make such payment; (b) materially violate any applicable law, rule or regulation in connection with its use of the other party commits a material breach System and /or the Service. The right of termination set forth herein is in addition to any other term of this agreement and (if such breach remedy at law or in equity that is remediable) fails available to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, one Party with respect to a breach by the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)other. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shall, unless otherwise terminated as provided in (a) The term of this clause 16, Agreement shall commence on the date stated on the Order Form Effective Date and shall continue for the initial term anda period of one (1) year, thereafteror until this Agreement is terminated by a party under subsections (b), this agreement (c), or (d) below. This Agreement shall be automatically renewed renew for successive additional periods of 12 months one (1) year each a Renewal Period), unless: (a) unless either party notifies the other party of termination, in writing, provides written notice at least 90 sixty (60) days before prior to the 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; orthen current term. (b) otherwise terminated in accordance with Either the provisions of this agreement. 16.2 Without affecting any other right WVHIN or remedy available to it, either party the Participant may terminate this agreement with immediate effect by giving Agreement at any time without cause upon sixty (60) days advance written notice to the other. (c) Either the WVHIN or the Participant may terminate this Agreement immediately upon written notice to the other party if: (a) if either party determines that its continued participation in this Agreement would cause it to violate any federal or state law or regulation applicable to it, or would place it at material risk of suffering any sanction, penalty, or liability. Likewise, either the WVHIN or the Participant may terminate this Agreement immediately upon written notice to the other if 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent;ceases operations. (d) In the event that either party is in material violation of the terms of this Agreement, and such material violation is not cured within thirty (30) days after receipt of written notice of such material violation from the other party, then the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;may terminate this Agreement immediately upon further written notice. (e) Upon the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement Agreement for any reason: (ai) all licences granted under this agreement the WVHIN shall immediately terminatecease providing access to the HIE for the Participant and its Authorized Users, and the Participant and its Authorized Users shall stop accessing the HIE; (bii) each the Participant shall be removed from the WVHIN Provider Directory and from the WVDirect Directory; and (iii) the parties shall promptly comply with the requirements of their Business Associate Agreement contained in Attachment C. (f) Upon termination of this Agreement for any reason, neither party shall have any further obligations hereunder except for obligations accruing prior to the effective date of termination, and except for obligations, promises, or covenants contained herein which by their terms extend beyond the term of this Agreement, including without limitation Sections 1, 4, 5, 6, 7, and 8 of the Agreement, Sections 12, 15, 18(e), 18(f), 18(g), 19, and 24(c) through 24(i) of these Terms and Conditions, and Attachment C. (g) All accrued fees due and payable to the WVHIN as of the effective date of termination shall be paid by the Participant within sixty (60) days following said effective date. Conversely, if the Participant has prepaid any fees as of the effective date of termination, the Participant shall be paid a pro rata refund of such prepayment within sixty (60) days following said effective date. Each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) Proprietary Information belonging to the other party; within sixty (c60) the Supplier may destroy or otherwise dispose of any days of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the effective date of termination, including or certify its destruction in writing to 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 prejudicedother.

Term and Termination. 16.1 This agreement shall21.1 The Subscription Term shall commence on Subscription Start Date listed in the Sales Order and, unless otherwise terminated as provided earlier in accordance with the terms of this clause 16Agreement, commence on the date stated on the Order Form and shall continue in force for the initial term and, thereafter, this agreement period set forth in the Sales Order (the “Initial Term”). This Agreement shall be renew automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any for additional successive terms (the “Renewal PeriodTerm/s”) at Cora’s then current terms and pricing, unless notice is given by either party one hundred eighty (180) days prior to expiration. The Renewal Term shall be equal in which case this agreement shall terminate upon length to the expiry of Initial Term unless otherwise stated in the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreementSales Order. 16.2 Without affecting any other right or remedy available to it, either 21.2 Either party may terminate this agreement Agreement) with immediate effect by giving written notice to the other party if: (a) 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; (b) if the other party commits a material breach of any other term of this agreement and Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 thirty days after being notified in writing to do so. b) an insolvency type event affecting either Party; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On 21.3 In the event this Agreement is terminated for cause, all Sales Order and Statements of Works that have been placed under the Agreement shall terminate automatically. Except as provided herein, each party’s further rights and obligations cease immediately on termination of this agreement for Agreement. Termination of this Agreement shall not prejudice any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each rights of either 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; (c) the Supplier which may destroy or otherwise dispose of any of the Customer Data in its possession; 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 arisen on or before the date of termination. Upon termination Customer shall not be affected immediately pay all unpaid sums under any terminated Sales Order or prejudicedStatements of Work as well as any amounts that have accrued prior to termination and related taxes and expenses. 21.4 If the Agreement is terminated by the Customer within the Initial Term, the remainder of the license fees for the Subscription Term become due and owing.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence 1. The Agreement shall come into force on the agreed commencement date stated on the Order Form and shall continue for an agreed Term from that date, subject to the initial term andprovisions of Clause 9 of the Agreement. 2. Either Party shall have the right, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies exercisable by giving not less than 4 weeks written no- ▇▇▇▇ to the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon time prior to the expiry of the applicable Initial Subscription Term term specified in sub-Clause 9.1 of the Agreement (or Renewal Period; or (bany further period for which the Agreement has been extended) otherwise terminated in accordance with to ex- tend the provisions of this agreementAgreement for a further period. 16.2 Without affecting any other right or remedy available to it, either party 3. Either Party may terminate this agreement with immediate effect the Agreement by giving to the other not less than 4 weeks written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement). 4. Either Party may immediately terminate the Agreement by giving written notice to the other party oth- er Party if: (a) 1. any sum owing to that Party by the other party fails to pay Party under any amount due under this agreement on of the provisions of the Agreement is not paid within 30 Business Days of the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) 2. an encumbrancer takes possession, or where the other party commits Party is a material breach company, a receiver is appointed, of any of the property or assets of that other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do soParty; 3. the other Party makes any voluntary arrangement with its creditors or, be- ing a company, becomes subject to an administration order (c) within the meaning of the Insolvency Act 1986); 4. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purpos- es of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or as- sume the obligations imposed on that other Party under the Agreement); 5. anything analogous to any event occurs, or proceeding is taken, with respect of the foregoing under the law of any jurisdiction occurs in relation to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolventParty; (d) the 6. that other party suspends or Party ceases, or threatens to suspend or cease, carrying to carry on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of 7. control of that other Party is acquired by any person or connected persons not having control of that other Party on the other party (within date of the meaning Agreement. For the purposes of section Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010). 16.3 On termination 5. For the purposes of this agreement for sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 6. The rights to terminate the Agreement shall not prejudice any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use other right or remedy of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 ei- ther Party in respect of the breach concerned (if any) or any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedother breach.

Term and Termination. 16.1 9.1 This agreement shall, unless otherwise terminated as provided in this clause 16, Agreement shall commence on the date stated on the Order Form Licence Start Date and shall continue for a period of 12 months (the initial term and, thereafter, this agreement “Initial Term”) and thereafter shall be automatically renewed renew for successive additional periods of 12 months (each a “Renewal PeriodTerm” and the Initial Term together with any Renewal Terms shall be the “Term”). Either party may notify the other that they do not wish for the Agreement to be automatically renewed by sending, unlessin accordance with clause 15.1, a written notice headed “Notice of non-renewal” at least sixty (60) days prior to the end of the Term. If neither party has served such a notice sixty (60) days prior to the end of the Term then the Term shall automatically extend by an additional Renewal Term regardless of any commercial negotiations that may be ongoing. The contract terms applying to any Renewal Term shall remain unchanged except for any changes made in accordance with clauses 4.2 or 4.7. 9.2 The parties agree that any trial, evaluation or free period of use of the Software shall end on the Licence Start Date. 9.3 If either party breaches this Agreement in any material respect, the other party may give written notice to the breaching party of its intent to terminate, and if such breach is not cured within thirty (30) days after the breaching party’s receipt of such notice, this Agreement shall terminate without any further notice required (but no cure period is required for any breach that cannot be cured). 9.4 Either party may terminate on immediate notice in writing to the other if any of the following applies: (a) either party notifies any meeting of creditors of the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term is held or any Renewal Period, arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in which case this agreement shall terminate upon administration or being wound up) may make a proposal to the expiry company and to its creditors for a composition in satisfaction of the applicable Initial Subscription Term its debts or Renewal Period; or (ba scheme of arrangement of its affairs) otherwise terminated is proposed or entered into by or in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice relation to the other party if: (a) other than for 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 paymentpurpose of a bona fide solvent re-construction, re-organisation or amalgamation); (b) the other party commits a material breach ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of any Section 123 of the Insolvency Act 1986 or other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do soapplicable legislation; (c) any event occursa nominee, supervisor, receiver, administrator, administrative receiver or proceeding liquidator is taken, with appointed in respect to of the other party in or any jurisdiction to which it encumbrancer takes possession of, or any distress, lien, execution or other process is subject that has an effect equivalent levied or similar to enforced (and is not discharged within seven days) upon, the assets of the other party being deemed bankrupt or insolventparty; (d) an order is made for the bankruptcy or winding-up of the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of resolution for its businesswinding up is passed; (e) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other party's financial position deteriorates so far as to reasonably justify ; (f) an application for an administration order is issued at court in respect of the opinion that its ability to give effect to other party; (g) a meeting is convened for the terms purpose of this agreement is in jeopardyconsidering a resolution for the winding up of the other party or the making of an application for an administration order or the dissolution of the other party; or (fh) there is a change any event analogous to any of control of the other party clauses 9.4(a) to (within the meaning of section 1124 of the Corporation Tax Act 2010)g) above occurs in any jurisdiction. 16.3 On 9.5 Upon any termination or expiry of this agreement for any reasonAgreement: (a) all the rights and licences granted under this agreement to Licensee herein shall immediately terminate; (b) each party Licensee shall return cease all use of, and make no further uninstall the Software and Proven Works may take steps to disable the use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other partySoftware by Licensee; (c) the Supplier may destroy Licensee will promptly pay any outstanding and unpaid invoices due for the Software licences, Services or otherwise dispose any Third Party Services whether the invoice was submitted before or after the termination of this Agreement; (d) Proven Works will cease using Licensee’s data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Licensee (unless European Union, Member States and/or UK Law requires storage of any of Personal Data contained within the Customer Data in its possessionLicensee’s data or an exemption under GDPR applies); and (de) the parties will return or destroy (at the option and request of the disclosing party) any Confidential Information belonging to the other party in its possession or control. 9.6 The termination or expiry of this Agreement does not affect the accrued rights, remedies, remedies and obligations or liabilities of the parties that have accrued up to existing at termination and nor shall it affect the date of termination, including the right to claim damages continuation in respect force of any breach provision of this Agreement that is expressly or by implication intended to continue in force after termination. Clauses 1, 4, 6, 7, 8, 9 and 11 shall survive any termination or expiry of this Agreement. 9.7 Without prejudice to any other rights Proven Works may have, if Proven Works terminates this Agreement pursuant to clauses 9.3 or 9.4 or accepts the Licensee’s repudiation of the agreement which existed at Agreement, then Licensee will pay Proven Works the fees that would, but for the termination or before repudiation, have fallen due during the date remainder of termination shall not be affected or prejudicedthe Term.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence 8.1 The initial term of the Agreement will begin on the date stated on the Order Form and shall Effective Date, continue for three (3) years, and automatically renew for succeeding one (1) year terms; provided that (i) HI may terminate this Agreement effective March 31, 2000 by giving written notice to Excite@Home on or before March 31, 2000 in the event that HI has not completed an initial public offering of its shares on or before March 20, 2000, and (ii) after the initial three (3) year term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect Agreement without cause by giving the other at least one hundred twenty (120) days prior written notice of its intention to terminate. If termination occurs due to failure to complete a public offering, or during any annual renewal term, the Unique and Completed Names to be provided and the Fee to be paid shall be pro rated based upon the portion of the year during which this Agreement remains in effect. 8.2 The parties may terminate the Agreement as follows: (i) either party may terminate this Agreement upon the (a) material breach of the other party, if such breach remains uncured for thirty (30) days following written notice to the breaching party, (b) dissolution or liquidation of the other party if: party, or (ac) bankruptcy or other proceeding for the relief of debts by the other party fails that is not dismissed within thirty (30) days, (ii) ATHM may terminate this Agreement upon the failure by HI to pay provide monthly payments due to ATHM pursuant to Section 4.2 within two (2) weeks after receipt of written notice that such payment is past due, and (iii) HI may terminate this Agreement upon the failure by ATHM to provide HI with the required number of Unique Names and Completed Names pursuant to Section 4. In addition to termination, the terminating party shall be entitled to any amount due other remedy available at law and equity (subject to the provisions of Sections 11, 13.2 and 13.3), it being understood that damages may not be a sufficient remedy because of the unique nature of the benefits to be derived under this agreement on the due date for payment agreement, and remains in default injunctive and other equitable relief may be appropriate. A party shall not less than 14 days after being notified in writing be required to make such payment;terminate this Agreement prior to seeking to enforce its legal and equitable rights hereunder. (b) the other party commits a material breach of any other term 8.3 All sections of this agreement Agreement which, by their nature should survive termination of this Agreement, shall survive, including, without limitation, Sections 1, 2, 3, 6.1, 6.2, 6.3, and (if such breach is remediable) fails 8 through and including 14. The ownership rights as to remedy that breach within a period Unique and Completed Names, for which the Fee has been paid, granted to HI in Sections 2 and 6, are perpetual and shall survive termination or expiration of 60 days after being notified in writing to do so;this Agreement. (c) 8.4 Upon any event occurstermination of this Agreement, or proceeding is taken, with respect each party shall promptly return to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items Confidential Information (and all copies thereof) of them) belonging to the such other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data party in its possession; and (d) any rightspossession or control, remedies, obligations or liabilities of the parties provided that have accrued up HI shall be entitled 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 prejudicedretain Unique Names and Data owned by it hereunder.

Term and Termination. 16.1 2.1 This agreement shall, Agreement begins on the Effective Date and continues in effect unless superseded or otherwise terminated as provided by either party. For the avoidance of doubt, the termination of the Agreement does not result in the termination of any previously issued SOW, each SOW being terminable only in accordance with its own provisions. 2.2 Either Party may terminate this clause 16, commence on Agreement if the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: other party: (a) either party notifies the other party fails to cure any material breach of termination, in writing, at least 90 this Agreement within thirty (30) days before the end after written notice 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 Periodsuch breach; or (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting ceases operation without a successor; or (c) seeks protection under any other right bankruptcy, receivership, trust deed, or remedy available to itif any such proceeding is instituted against such Party (and is not dismissed within sixty (60) days thereafter). In addition, either party Party may terminate this agreement with immediate Agreement at any time when there is no SOW in effect by giving upon thirty (30) days advance written notice to the other party if:Party. 2.3 Each duly executed SOW will commence as of the Effective Date designated thereon, and will continue in effect thereafter until the earliest of (ai) the other party fails to pay any amount due under this agreement on the due expiration date for payment and remains in default not less than 14 days after being notified in writing to make such payment; designated thereon (bif any), (ii) the other party commits a material breach of any other term of this agreement date the Services have been satisfactorily completed and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurshave been accepted and all applicable warranty and license periods have expired or otherwise terminated, 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 the other party being deemed bankrupt or insolvent; (diii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 specified by either Party in accordance with the following conditions: 2.3.1 Supplier may, by providing written notice of termination to Client, terminate (in whole or in part) a SOW if Client breaches a material obligation (including, without limitation, its payment obligations under clause 13) under such SOW or this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach; 2.3.2 Client may, by providing written notice of termination to Supplier, terminate (in whole or in part) any or all SOWs if Supplier: (a) breaches a material obligation under a SOW and fails to cure such breach within thirty (30) days after written notice of the breach; or (b) violates any Applicable Law. For the avoidance of doubt, notice of termination for any one SOW is not be affected or prejudiceda notice of termination for any other SOW.

Term and Termination. 16.1 11.1 This agreement Agreement shall, unless otherwise terminated as provided in this clause 1611, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be being automatically renewed for successive periods of 12 months (each a “Renewal Period)”) matching the Initial Subscription Term, unless: (a) 11.1.1 either party notifies the other party of termination, in writing, at least 90 days writing before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) 11.1.2 otherwise terminated in accordance with the provisions of this agreementAgreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 16.2 11.2 Without affecting prejudice to any other right rights or remedy available remedies to itwhich the parties may be entitled, either party may terminate this agreement with immediate effect by giving written notice Agreement without liability to the other party if: (a) 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; (b) if the other party commits a material breach of any other term of the terms of this agreement Agreement and (if such a breach is remediable) fails to remedy that breach within a period 30 days of 60 days after that party being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)breach. 16.3 11.3 On termination of this agreement Agreement for any reason: (a) 11.3.1 all licences granted under this agreement Agreement shall immediately terminate; (b) 11.3.2 subject to clause 11.3.3, each party shall return and make no further use of any equipment, property, Documentation property and other items (and all copies of themthereof) belonging to the other party; (c) 11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Supplier 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 Customer Data Portfolio Materials in its possession; and (d) any rights, remedies, obligations or liabilities 11.3.4 the accrued rights of the parties that have accrued up to the date of as at termination, including or the right to claim damages in respect continuation after termination of any breach of the agreement which existed at provision expressly stated to survive or before the date of termination implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 16.1 15.1 This agreement shall, unless otherwise terminated as provided in this clause 16, GSA will commence on the date stated on the Order Form GSA Effective Date and remain in force until it terminates or expires in accordance with its terms. Each Agreement shall continue (unless earlier terminated in accordance with its terms) remain in force for the initial term andTerm, thereafterat the end of which it shall expire automatically. 15.2 Without prejudice to clause 5.1, this agreement shall be automatically renewed for successive periods a party may suspend performance under any Agreement (in whole or in respect of 12 months a page of a Site, a Site or Sites) and/or terminate any Agreement (each in whole) or remove a Renewal Period)page of a Site, unlessa Site or Sites from any Agreement with immediate effect, if the other party: (a) either party notifies the other party of termination, is in writing, at least 90 days before the end material breach of the Initial Subscription Term or any Renewal Period, Agreement where the breach is incapable of remedy; (b) is in which case this agreement shall terminate upon the expiry material breach of the applicable Initial Subscription Term or Renewal PeriodAgreement where the breach is capable of remedy and fails to remedy that breach within [***] after receiving written notice of such breach; or (bc) otherwise terminated is in accordance with material breach of the provisions Agreement more than twice even if the previous breaches were remedied, provided (in each case) that any such suspension or removal of this agreementa page(s) or Site(s) may only take effect in relation to the page(s) or Site(s) on (or in respect of which) the relevant breach has occurred. 16.2 Without affecting any other right or remedy available to it, either 15.3 A party may suspend performance and/or terminate this agreement GSA (and all Agreements) with immediate effect by giving written notice to the other party effect, if: (a) the other party fails enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to pay any amount due under this agreement carry on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;business; or (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any analogous event occurs, or proceeding is taken, with respect happens to the other party in any jurisdiction to in which it is subject incorporated or resident or in which it carries on business or has assets. 15.4 [***] 15.5 Google has the right (in its sole discretion) with [***] notice to Company to remove or require Company to remove the AFC Services from any Site (or part of a Site) on which the AFC RPM falls below [***] for the previous calendar month. For the purposes of this clause 15.5, “AFC RPM” means AFC AdSense Revenues per [***] AFC Requests. 15.6 Google may terminate any Agreement on at least [***] to Company if at any time the average total amount of Ad Revenues (in respect of all Advertising Services provided under the relevant Order Form) calculated across [***] is less than or equal to [***]. 15.7 The parties acknowledge that has following any removal of the AFC Services from any Site or termination of an effect equivalent Agreement pursuant to clause 15.5 or similar 15.6, Company may continue to receive the applicable Google advertising services in relation to the other party being deemed bankrupt relevant Site (or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (ea Site) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms by entering into an online agreement with Google in respect of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)such services and Site. 16.3 On 15.8 Upon the expiration or termination of this agreement GSA for any reason: (a) all rights and licences granted under this agreement shall immediately terminate;by each party will cease immediately; and (b) if requested, each party shall will use its reasonable endeavours to promptly return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party. (c) 15.9 The termination or expiration of an individual Agreement will not have the Supplier may destroy effect of terminating any other Agreement or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of this GSA unless expressly agreed to by the parties in writing. If an Agreement (but not this GSA) terminates or expires, all rights and licences granted by Google to Company under that have accrued up to Agreement will cease immediately. Termination or expiration of all Agreements will result in the expiration of this GSA on the same date of termination, including on which the right to claim damages in respect of any breach of the agreement which existed at last Agreement terminates or before the date of termination shall not be affected or prejudicedexpires.

Term and Termination. 16.1 14.1 This agreement shall, unless otherwise terminated as provided in this clause 1614, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 60 days before the 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 relevant Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 14.2 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 if: (a) 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 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has to an effect equivalent or similar to the other party being deemed bankrupt or insolvent;Insolvency Event; or (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;. 14.3 Without prejudice to clause 14.2 (eb) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect The Supplier may terminate this agreement immediately on notice to the terms of this agreement Customer if the Customer is in jeopardy; or breach of clause 2.3 (fg) there is or 2.3(h) and/or the Customer becomes a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)Sanctioned Person. 16.3 14.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) all open Statements of Work shall end, and the Customer shall immediately pay to the Supplier all outstanding invoices for SoW Charges; (c) 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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 a. Except with respect to Section VII (b) otherwise below, the term of this Agreement shall be one year. This Agreement shall automatically renew for successive one year terms unless: (i) either Party provides written notice of its intention not to renew at least thirty (30) days prior to the expiration of the then- existing term; or (ii) the Agreement is terminated in accordance with the provisions set forth below. b. This Agreement may be terminated: i. by either Party, at any time, without cause, upon thirty (30) days written notice; ii. by either Party upon thirty (30) days written notice in the event that the other Party has failed to comply with any material term, condition or obligation of this agreement. 16.2 Without affecting any other right or Agreement, and such Party subsequently has failed to undertake substantial efforts to remedy available to it, either party may terminate this agreement with immediate effect by giving the default within fifteen (15) days after the non-defaulting Party shall have given written notice thereof to the non-performing Party, or within such other party if: (a) longer period of time as in the other party fails to pay any amount due opinion of the non-defaulting Party shall be reasonable 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 paymentcircumstances; (b) iii. immediately upon determination by a court of law or administrative body having jurisdiction over the other party commits a material breach Parties that the performance of any other term obligations or the exercise of this agreement and (if such breach rights hereunder is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occursillegal, or proceeding is taken, with respect to the other party in violates any jurisdiction to law or regulation which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up be enacted subsequent to the date hereof or any interpretation of terminationany existing law or regulation, including or violates any existing agreement with a third party or any rule or guideline promulgated pursuant to such agreement, and such disability renders the performance of the Agreement impossible. No right to claim damages terminate this Agreement shall arise under this subsection unless and until the Party desiring such termination shall make all reasonable efforts to cure the illegality or violation in respect of question and to suggest reasonable and appropriate amendments or modifications to this Agreement so as to permit performance hereunder without effecting the illegality or violation in question; iv. by either Party, immediately upon written notice, if the other Party is unable to pay its debts, files or has filed against it a petition in bankruptcy, commences or has commenced against it any breach of the agreement other insolvency proceedings which existed at are not dismissed within forty-five (45) days or before seeks reorganization or an arrangement with creditors; v. by TRUST immediately upon notice that Broker's license is suspended, terminated or expired or that there has been a material change in Broker's errors and omissions insurance coverage as set forth in Section V; vi. by TRUST if Broker is not a corporation or partnership, on the date of termination shall not be affected or prejudiced.Broker’s death;

Term and Termination. 16.1 12.1 This agreement shall, unless otherwise terminated as provided in this clause 16, shall commence on the date stated on Effective Date and continue for a period agreed in a Statement of Work for the Order Form customisation, configuration and/or development of the Product(s) (the "Activation Period"), after which the provisions of clauses 12.2 and 12.3 shall apply.‌ 12.2 Where the parties have agreed an Evaluation Period (if applicable) and the agreement is not terminated earlier in accordance with its terms, this agreement shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, Evaluation Period but either party may terminate this agreement with immediate effect at any time during the Evaluation Period by giving the other written notice of not less than five Business‌‌ Days. If the agreement is terminated in accordance with this clause 12.2, RotaGeek shall refund any annual licence fees already paid by the Customer to RotaGeek, but for the avoidance of doubt shall not be liable to refund any other fees paid by Customer (including activation and additional services fees). Where no notice to terminate is given during the Evaluation Period, or where parties have agreed no Evaluation Period, the provisions of clause 12.3 shall apply. 12.3 Where the agreement is not terminated earlier in accordance with its terms, this agreement shall continue for a term of 3 years starting on the Go-Live Date, after which this agreement will automatically terminate unless otherwise agreed between the parties.‌ 12.4 Either party may terminate this agreement by giving the other party if:written notice if:‌ (a) the other party fails to pay materially breaches any amount due under term of this agreement on the due date for payment and remains in default it is not less than 14 days after being notified in writing possible to make such paymentremedy that breach; (b) the other party commits a material breach of materially breaches any other term of this agreement and (if such breach it is remediable) fails possible to remedy that breach breach, but the other fails to do so within a period 30 days of 60 days after being notified requested in writing to do so; (c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that becomes insolvent, makes composition with its creditors, has an effect equivalent a receiver or similar to administrator of its undertaking or the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all whole or a substantial part of its business; assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (e) which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the other party's financial position deteriorates foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. For the purposes of this clause 12.4, in order for it to be possible to remedy a breach it must be possible to take steps so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of put the other party into the same position which (within save as to the meaning of section 1124 of date) it would have been in if the Corporation Tax Act 2010)breach had never occurred. 16.3 On termination 12.5 Without prejudice to clauses 12.1 to 12.2, RotaGeek may, in addition, and without liability, terminate this agreement, or alternatively, may suspend access to and use of this agreement for any reasonProduct and/or the Service, by giving the Customer written notice if: (a) all licences granted under this agreement shall immediately terminateany invoiced amount (not then-currently being disputed in good faith) is outstanding beyond the due date for payment; (b) each party shall return and make no further use any provision of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;clause 3.4 is breached; and/or (c) the Supplier may destroy Customer is in persistent or otherwise dispose repeated breach of any of its obligations under this agreement (whether or not it is the Customer Data in its possession; and (d) any rights, remedies, obligations same obligation that is breached and whether 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 prejudicedsuch breaches are remedied).

Term and Termination. 16.1 1.14.1. This agreement shall, unless otherwise terminated as provided in this clause 16Schedule 2, paragraph 1.14, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for a successive periods of 12 months (each a Renewal Period)Periods, unless: (ai) either party notifies the other party of termination, in writing, at least 90 60 days before the 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 (bii) otherwise terminated in accordance with the provisions of this agreement; iii) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 1.14.2. 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 if: (ai) 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; (bii) the other party commits a material breach of any other term of this agreement and which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 28 days after being notified in writing to do so; (ciii) the 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 inconsistent with it having the intention or ability to give effect to the terms of this agreement; iv) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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, 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 Act 1986; v) 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 compromise or arrangement with its creditors 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; vi) 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 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; vii) 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; viii) 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; ix) 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; x) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; xi) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data events mentioned in its possession; and (dSchedule 2, paragraph 13.2iv) 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. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence 14.1 The Contract shall come into force on the date stated on the Order Form Commencement Date and shall (unless terminated earlier in accordance with these T&Cs) continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before full force and effect until the 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 (b) otherwise terminated in accordance with the provisions of this agreementTerm. 16.2 14.2 Without affecting prejudice to any other right rights or remedy available remedies to itwhich the parties may be entitled, either party may terminate this agreement with immediate effect by giving written notice the Contract without liability to the other party if: : (a) 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; (b) the other party commits a material breach of any other term of this agreement the Contract and (if such a breach is remediable) fails to remedy that breach within a period 30 days of 60 days after that party being notified in writing to do so; of the breach; or (c) 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 the other party being deemed bankrupt or insolvent; (db) the other party suspends or ceases, ceases or threatens to suspend cease to trade, or ceasebecome insolvent, carrying on all has a receiver or a substantial administrator appointed over the whole or any part of its assets or business;, makes any arrangements with its creditors, or an order or resolution is made for its dissolution or liquidation, or takes or suffers any similar or analogous procedure, event or action in any jurisdiction. (e) 14.3 The Subscription Term shall automatically renew after the Initial Subscription Period and over each Renewal Period unless and until either party gives notice to the other party's financial position deteriorates so far as in writing (including by email) that it does not wish the Contract to reasonably justify continue beyond the opinion that its ability then current Renewal Period. Such notice shall not expire earlier than the end of the Initial Subscription Term or subsequent Renewal Period. In order to give effect prevent the automatic renewal of the Services, three months’ notice of termination for convenience must be provided in advance of the anniversary of the Subscription Term in writing to the terms of this agreement is Supplier by email to: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and in jeopardy; oraccordance with clause 15.8 below. (f) there is a change of control 14.4 On expiry or termination of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement Contract for any reason: : (a) all licences granted under this agreement the Contract shall immediately terminate; , even if the Initial Subscription Term or Subscription Term is defined as “perpetual” in, or if no expiration date is specified in the Agreement to Purchase; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) Confidential Information belonging to the other party; ; and (c) the accrued rights of the parties as at expiry or termination, or the continuation after expiry or termination of any provision expressly stated to survive (including, without limitation, clauses 1, 9, 10, 12.1, 13.3, 14.4 and 15) or implicitly surviving termination, shall not be affected or prejudiced; and (d) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations possession within 90 days following expiration or liabilities termination 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 prejudicedContract.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated Agreement shall remain in effect with respect to a Fund from the “Effective Date” until the “End Date,” each as provided set forth in Exhibit A to this clause 16, commence on Agreement (the date stated on the Order Form and shall continue for the initial term and, “Initial Term”); thereafter, this agreement Agreement shall automatically renew for a period of one year and continue in effect from year to year thereafter (the initial and any subsequent such periods are referred to as “Term”). This Agreement may be automatically renewed for successive periods terminated by either party at any time following the Initial Term, without the payment of 12 months a penalty upon at least ninety (each a Renewal Period)90) days’ written notice to other party prior to the end of the then current Term. Following the Initial Term, unlessthe Agreement may be terminated by either party giving immediate written notice to the other party upon the occurrence of any of the following: (a) either party notifies commits any material breach to the terms of this Agreement that if can be remedied, is not remedied within 30 days upon written notice by the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 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 if: (a) 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 paymentbreach; (b) either party breaches any laws or regulations or becomes the subject of a lawsuit, sanction, regulatory or governmental action or proceeding that the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do soreasonably determines could cause reputational harm; (c) any event occurs, if either party becomes insolvent or proceeding enters into liquidation or a receiver or examiner is taken, with respect appointed to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolventparty; (d) the other party suspends any regulatory or ceases, governmental licensing is terminated or threatens to suspend or cease, carrying on all or a substantial part of its business;revoked; or (e) Funds launch does not occur within three years of the other party's financial position deteriorates so far as Effective Date of this Agreement. If the Trust on behalf of any Funds wishes to reasonably justify the opinion that its ability to give effect terminate prior to the terms of this agreement is in jeopardy; or (f) there is a change of control completion of the other party (within Initial Term, the meaning Funds shall continue to pay S▇▇▇▇▇▇▇ the monthly fees for the Initial Term as if the termination had not occurred, except for instances where the Board approves the termination and liquidation of section 1124 such Fund. Any termination following the Initial Term shall be effective as of the Corporation Tax Act 2010). 16.3 On date specified in the notice or upon such later date as may be mutually agreed upon by the parties. Upon notice of termination of this agreement for any reason: (a) Agreement by either party, S▇▇▇▇▇▇▇ shall promptly transfer to the successor administrator the original or copies of all licences granted books and records maintained by S▇▇▇▇▇▇▇ under this agreement shall immediately terminate; (b) each party shall return and make no further use Agreement including, in the case of any equipmentrecords maintained on computer systems, property, Documentation and other items (and all copies of them) belonging such records in machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor administrator in the establishment of the books and records necessary to carry out the successor administrator’s responsibilities. If this Agreement is terminated by the Trust, the Trust shall be responsible for all reasonable out-of-pocket expenses or costs associated with the movement of records and materials to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rightssuccessor administrator. Additionally, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including S▇▇▇▇▇▇▇ reserves the right to claim damages in respect of charge for any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedother reasonable expenses associated with such termination.

Term and Termination. 16.1 This agreement 14.1. The Agreement shall, unless otherwise terminated as provided in this clause 1614, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: (a) a. either party notifies the other party of termination, in writing, at least 90 60 days before the 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 (b) 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 “Subscription Term”. 16.2 14.2. 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 if: (a) a. the other party fails to pay any amount due under this agreement Agreement on the due date for payment and remains in default not less than 14 30 days after being notified in writing to make such payment; (b) b. the other party commits a material breach of any other term of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to c. the other party in any jurisdiction suspends, or threatens to which it suspend, payment of its debts or is subject that has an effect equivalent or similar unable to the other party being deemed bankrupt or insolventpay its debts as they fall due; (d) d. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) e. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement Agreement is in jeopardy; or (f) f. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 14.3. On termination of this agreement Agreement for any reason: (a) a. all licences granted under this agreement Agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Product; (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; (c) the Supplier b. Beam may destroy or otherwise dispose of any of the Customer Data in its possessionpossession unless ▇▇▇▇ receives, no later than ten 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. Beam 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 not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ▇▇▇▇ in returning or disposing of Customer Data; and (d) c. 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. 16.1 This agreement shall, unless otherwise shall commence on the Effective Date. Unless terminated as provided earlier in accordance with this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be continue in force for the Initial Term and shall automatically renewed extend for successive 12- month periods (Extended Term) at the end of 12 months (the Initial Term and at the end of each a Renewal Period), unless: (a) either Extended Term. A party notifies may give written notice to the other party of terminationparty, in writing, at least 90 not later than 365 days before the end of the Initial Subscription Term or any Renewal Periodthe relevant Extended Term, in which case to terminate this agreement shall terminate upon at the expiry end of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreementrelevant Extended Term, as the case may be. 16.2 Without affecting prejudice to any other right or remedy available to it, and subject to clause 17, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) 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 30 days after being notified the due date for payment or such other date specified in writing to make such paymentthe Order Form; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c) the other party breaches any of the terms of clause 14; (d) the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as 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; (e) 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 compromise or arrangement with its creditors 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; (f) 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 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; (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party; (h) the holder of a qualifying floating charge over any of the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over any of the assets of the other party or a receiver is appointed over any of the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (k) 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 the other party being deemed bankrupt or insolventevents mentioned in clause 16.2(d) to clause 16.2(j) (inclusive); (dl) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (fm) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 a) This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and Agreement shall continue for the have an initial term and, thereafterof twenty-four (24) months (the “Initial Term”). After the Initial Term, this agreement Agreement shall be automatically renewed renew for successive periods of 12 months [***] (each a “Renewal Period), unless: (aTerm”) either party notifies unless one of the other party parties provides notice of termination, in writing, its intent to terminate this Agreement at least 90 [***] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. days before prior to the end expiration of the Initial Subscription Term or the applicable Renewal Term. The Initial Term and any Renewal Period, in which case this agreement Terms shall terminate upon constitute the expiry of the applicable Initial Subscription Term or Renewal Period; or“Term.” (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either Either party may terminate this agreement Agreement with immediate effect by giving or without cause upon [***] days written notice to the other party. c) Company may, upon thirty (30) days’ prior written notice, terminate this Agreement if (i) the dollar value of Company’s Parts sales, less returns, to End Users in any calendar year is less than [***]; or (ii) WORLDPAC fails to perform any of its obligations under this Agreement. d) WORLDPAC may, upon thirty (30) days’ prior written notice, terminate this Agreement if: (i) Company breaches or fails to perform any of its obligations to WORLDPAC under this Agreement, including, but not limited to, the timely payment of amounts due WORLDPAC; or (ii) Company returns more than [***] of the Parts purchased by it in any given calendar month. e) Either party may terminate this Agreement upon ten (10) days’ written notice if: : (ai) the other party fails to pay is insolvent, files a petition in bankruptcy, or has made 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; (b) the other party commits a material breach assignment by operation of any other term law or otherwise of this agreement and Agreement or any of its rights hereunder for the benefit of creditors: (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (cii) any event occurs, or proceeding is taken, involuntary petition under any bankruptcy statute shall be filed with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceasesparty, or threatens a receiver or trustee shall be appointed to suspend or cease, carrying on take possession of all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control assets of the other party and the same has not been dismissed or terminated within sixty (within the meaning 60) days of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of terminationsuch filing or appointment; (iii) the other party shall generally become unable to pay its obligations as they become due; or (iv) the other party shall institute any proceedings for liquidation or the winding up of its business other than for purposes of reorganization, including the right to claim damages consolidation or merger. f) WORLDPAC may terminate this Agreement as provided in respect of any breach Section 2(a) of the agreement which existed at or before the date of termination shall not be affected or prejudiced.WORLDPAC TERMS AND CONDITIONS OF SALE attached to this Agreement as Exhibit A.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence Agreement shall become effective on the date stated on the Order Form Effective Date and shall continue thereafter for one hundred fifty (150) days (the initial term and, thereafter, “Initial Term”). Thereafter this agreement Agreement shall be automatically renewed renew for successive periods of 12 months (each a Renewal Period), unless: (a) 90 day period unless either party notifies Party provides written notice not to the other party Party of termination, in writing, its intent not to renew this Agreement at least 90 thirty (30) days before prior to the end of the Initial Subscription Term or then-current Term. Each Order shall have the term set forth therein. This Agreement and each Order may be terminated: (i) at any Renewal Period, in which case this time upon mutual written agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal PeriodParties; or (bii) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to itby Contractor, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the other party if Client fails to pay any amount due under when due; (iii) by either Party, if the other Party materially breaches any provision of this agreement on Agreement and either the due date for payment and remains in default breach cannot less than 14 be cured or, if the breach can be cured, it is not cured by the breaching Party within five (5) business days after being notified in writing the breaching Party’s receipt of written notice of such breach; (iv) by either Party upon the occurrence of a Force Majeure Event that lasts longer than thirty (30) days; (v) by either Party, if the other Party (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make such payment; a general assignment for the benefit of its creditors, or (bE) applies for, or consents to, the appointment of a trustee, receiver or custodian for its property or business; or (vi) by either Party for convenience after giving the other party commits a material breach Party thirty(30) days’ prior written notice thereof anytime after the first ninety (90) days of any other term the first Order entered into hereunder. The provisions of this agreement Agreement that, by their nature and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurscontent, should reasonably survive the completion, rescission, termination 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms expiration of this agreement is Agreement in jeopardy; or (f) there is a change of control of order to achieve the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination fundamental purposes of this agreement for any reason: (a) all licences granted under this agreement Agreement, shall immediately terminate; (b) each party shall return so survive and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging continue to bind the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedParties.

Term and Termination. 16.1 ‌ 11.1 This agreement Agreement shall, unless otherwise terminated as provided in this clause 1611, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Term and, thereafter, this agreement Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of and the Initial Subscription Term or together with any subsequent Renewal Period, in which case this agreement Periods shall terminate upon constitute the expiry of the applicable Initial Subscription Term or Renewal Period; orTerm.‌‌ (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 11.2 Without affecting any other right or remedy available to itit and save in respect of clause 11.2.1 where 90 days’ written notice is required, either party may terminate this agreement Agreement with immediate effect by giving written notice to the other party if: (a) 11.2.1 they serve at least 90 days’ written notice on the other party before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; 11.2.2 the Customer fails to pay any amount due under this agreement Agreement on the due date for payment and remains in default not less than 14 30 days after being notified in writing to make such payment; (b) 11.2.3 the other party commits a material breach of any other term of this agreement and Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c11.2.4 the 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 inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 11.2.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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, 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 Act 1986;‌ 11.2.6 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 compromise or arrangement with its creditors 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; 11.2.7 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 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; 11.2.8 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;‌ 11.2.9 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 the other party being deemed bankrupt or insolvent;events mentioned in clauses 11.2.5 to 11.2.8 (inclusive); or (d) 11.2.10 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 11.3 On termination of this agreement Agreement for any reason: (a) 11.3.1 all licences granted under this agreement Agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Services; (b) 11.3.2 each party shall return and make no further use of any equipment, property, Documentation Services, and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) 11.3.3 any rights, remedies, obligations 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, 9.1 [The Agreement shall commence on the date stated on the Order Form set out above and shall continue remain in full force for the initial term and, a period of twelve (12) months thereafter, or as otherwise specified in the SOW (the “Initial Term”) unless terminated earlier in accordance with the terms of this agreement Agreement. Thereafter, this Agreement shall be continue to automatically renewed renew for additional successive periods of 12 months twelve (12) month terms, or as otherwise specified in the SOW, (each renewal a “Renewal PeriodTerm”, and together with the Initial Term, the “Term”) unless a Party gives written notice to the other Party, not later than ninety (90), unless: (a) either party notifies or as otherwise specified in the other party of terminationSOW, in writing, at least 90 days before the end of the Initial Subscription Term or any the relevant Renewal PeriodTerm, in which case to terminate this agreement Agreement]. Each Statement of Work shall terminate upon the expiry of commence on the applicable Services Commencement Date and remain in full force for the Initial Subscription Term unless otherwise specified in the Statement of Work or Renewal Period; or (b) otherwise earlier terminated in accordance with the provisions of this agreementAgreement or of any Statement of Work as the case may be.] 16.2 9.2 Without affecting prejudice to any other right rights that the Parties have accrued under this Agreement, or remedy available to itany of their respective remedies, obligations or liabilities, either party Party may terminate this agreement Agreement and applicable SOW (which is subject to the event listed below) with immediate effect by giving written notice to the other party Party if: (a) 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; (b) the other party Party commits a material breach of any other material term of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 thirty (30) days after being notified in writing to do so. For the avoidance of doubt, non-payment or late payment of an invoice shall be deemed a material breach of this Agreement; (b) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as 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; or (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 15.1. This agreement Agreement shall, unless otherwise terminated as provided in this clause 1615, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period)Periods, unless: (a) 15.1.1. either party notifies the other party of termination, in writing, at least 90 days 1 month before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) 15.1.2. otherwise terminated in accordance with the provisions of this agreementAgreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 15.2. Without affecting prejudice to any other right rights or remedy available remedies to itwhich the parties may be entitled, either party may terminate this agreement with immediate effect by giving written notice Agreement without liability to the other party if: (a) 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; (b) 15.2.1. the other party commits a material breach of any other term of the terms of this agreement Agreement and (if such a breach is remediable) fails to remedy that breach within a period 30 days of 60 days after that party being notified in writing to do so;of the breach; or (c) any event occurs, or proceeding is taken, with respect to 15.2.2. the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to insolvent within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or 15.2.3. the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)trade. 16.3 15.3. On termination of this agreement Agreement for any reason: (a) 15.3.1. all licences granted under this agreement Agreement shall immediately terminate; (b) 15.3.2. each party shall return and make no further use of any equipmentEquipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may 15.3.3. Medusa will destroy or otherwise dispose of any of the Customer Services Data in its possession; and (d) any rightspossession unless Medusa receives, remedies, obligations or liabilities no later than ten days after the effective date of the parties that have accrued termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Services Data. Medusa 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 not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Medusa in returning or disposing of Services Data; and 15.3.4. the accrued rights of the parties as at termination, including or the right to claim damages in respect continuation after termination of any breach of the agreement which existed at provision expressly stated to survive or before the date of termination implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 16.1 13.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and Agreement shall continue for the an initial term and, thereafter, this agreement of three years from the date first set forth above and shall be automatically renewed for successive periods one year terms thereafter, unless notice of 12 months (each a Renewal Period), unless: (a) either termination is given by one party notifies to the other party of termination, in writing, at least 90 one hundred and eighty (180) days before prior to the end termination date of the Initial Subscription Term initial term or of any Renewal Periodyearly renewal term, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise unless earlier terminated in accordance with the provisions under any other provision of this agreementAgreement. 16.2 Without affecting any other right or remedy available to it, either 13.2 Either party may terminate this agreement with immediate effect by giving Agreement upon sixty (60) days written notice to the other party if: (a) for failure of such other party to fulfill any of its material obligations hereunder, provided, however, if during the period of such notice the other party fails shall have remedied such failure, this Agreement shall continue in full force and effect as it would have had such failure not occurred. Nothing contained herein shall be deemed to pay bar or prohibit NSCF from suspending its performance at any amount due time that NCR is in default in payment in accordance with Section 3.3 hereof or otherwise in default hereunder. In the event of termination under this agreement on paragraph, each party shall be entitled to return of any amounts paid in anticipation of performance not rendered by the due date for payment and remains in default not less than 14 days after being notified other party. 13.3 This Agreement shall terminate forthwith, at the option of either party by notice in writing to make such payment; (b) the other party, upon the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails ceasing to remedy that breach within a period of 60 days after being notified carry on its business or in writing to do so; (c) any the event occurs, or proceeding is taken, with respect to the other party in becomes the subject of any proceedings under the law of any jurisdiction to which it is subject that has an effect equivalent for the relief of debtors or similar to the other party being deemed bankrupt or otherwise becomes insolvent; (d) the other party suspends or ceases, bankrupt, or threatens to suspend makes an assignment for the benefit of creditors, or cease, carrying on all or upon the appointment of a substantial part of its business; (e) receiver for the other party, or its reorganization for the benefit of creditors. The sale or change in control of a party shall not be deemed cessation of that party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to business under the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)Section 13.3 or considered grounds for termination. 16.3 On 13.4 Upon termination of this agreement Agreement, the terms of Section 6.1, 8.1, 9.0, 10.0, 11.0 and 17.0, shall survive termination. Upon termination of this Agreement, NCR shall remain liable and pay for any reason: (a) all licences granted under this agreement shall immediately terminate; (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 Orders shipped during the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedTerm hereof.

Term and Termination. 16.1 7.1 This agreement shallAgreement shall become effective as of the date hereof (the “Effective Date”), and shall expire at 11:59 p.m. on the last day of Contract Year 2 (the “Term”) unless otherwise sooner terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:herein. EXECUTION COPY (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right or remedy available to it, either 7.2 Either party may terminate this agreement with immediate effect by giving Agreement, immediately upon written notice to the other party if: party, (ai) the if such other party fails to pay any amount due under this agreement on the due date for payment and remains is in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any of its obligations under the Agreement and fails to cure such breach within thirty (30) business days (five (5) days for the nonpayment of money) after written notice thereof to such other term of this agreement and party, or (ii) if such breach other party is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) insolvent or makes any event occursarrangement with its creditors generally, 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on a receiver appointed for all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement business or properties, or an insolvency, bankruptcy or similar proceeding is in jeopardy; or (f) there is a change of control of the brought by or against such other party (and involving such other party is not dismissed within the meaning 60 business days of section 1124 of the Corporation Tax Act 2010)its institution, or if such other party goes into liquidation or otherwise ceases to function as a going concern. 16.3 On 7.3 In the event of termination of this agreement Agreement as provided in Section 7.2, this Agreement shall immediately become void and there shall be no liability or obligation on the part of any party hereto; provided, that (i) any such termination shall not relieve any party from liability for any reason: willful breach of this Agreement or any fraud, (a) all licences granted under this agreement shall immediately terminate; (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; (cii) the Supplier may destroy or otherwise dispose provisions of this Section 7.3 (Effect of Termination) and Sections 8 (Confidentiality), 10 (Limitation of Liability), 12 (Notices), 13 (Resolution of Disputes), 14 (Compliance with Laws) and 15 (Miscellaneous) of this Agreement shall remain in full force and effect and survive any termination of this Agreement, and (iii) if termination is by Smart Sand, Buyer shall pay, within thirty (30) days of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the effective date of termination, including an amount equal to: (A) all amounts due and owing to Smart Sand for Products delivered by Smart Sand prior to the right to claim damages in respect effective date of any breach termination; plus (B) an amount equal to: (i) *** of the agreement which existed at then-applicable Contract Price for each of the *** Products, multiplied by (ii) the difference between (X) the Minimum Tons per Year for Contract Year 1 and Contract Year 2 as may be adjusted pursuant to Section 1.3 and (Y) the actual tons of each Product purchased by Buyer during Contract Year 1 and Contract Year 2 minus any payments made by Buyer to Smart Sand under Section 1.5; plus (C) all amounts due or before to become due to Smart Sand under the date of termination shall not be affected or prejudicedRailcar Use Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in 8.1 The initial term of this clause 16, Agreement shall commence on the date stated on the Order Form Conversion Date, and shall continue for the initial term andthrough April 30, thereafter2004. Thereafter, this agreement Agreement shall be automatically renewed renew for successive periods of 12 months (each a Renewal Period), unless: (a) two-year terms unless either party notifies the other party provides written notice of termination, in writing, at least 90 non-renewal and termination not less than ninety (90) days before prior to the end of the Initial Subscription Term then-current term. 8.2 In the event that the parties are unable to agree on a proposed modification to the Program Guidelines as provided in Section 7, above, the party proposing the modification shall have the option of terminating this Agreement by providing written notice of termination to the other party. Such termination will be effective on the following May 1. 8.3 To the extent permitted by applicable law, if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, this Agreement will be deemed terminated thereupon immediately without the need of notice from the other party, and the party becoming subject to such proceedings will promptly notify the other party thereof. 8.4 Any controversy or claim between the parties arising from or in connection with this Agreement or the relationship of the parties under this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, and whether arising before or after the termination of this Agreement ("Dispute") shall be resolved as follows: (1) Upon written request of either party, the parties will each appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such Dispute. (2) The designated representatives shall meet as often as the parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any Renewal Periodformal proceeding. (3) Arbitration proceedings for the resolution of a Dispute may not be commenced until the earlier of (i) when the designated representatives conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) the expiration of the thirty (30) day period immediately following the initial request to negotiate the Dispute. 8.5 The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy or claim arising out of or relating to this Agreement, or the breach of the same, shall be settled through consultation and negotiation in good faith and a spirit of mutual cooperation under Section 8.4. However, if those attempts fail, the parties agree that any misunderstandings or disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, upon request by either party, in which case this agreement shall terminate upon New York, New York, before one (1) arbitrator designated by the expiry of American Arbitration Association (the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated "AAA"), in accordance with the provisions terms of this agreement. 16.2 Without affecting any other right or remedy available the Commercial Arbitration Rules of the AAA, and, to itthe maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). The arbitrator shall be required to make detailed findings of fact and conclusions of law. Notwithstanding anything herein to the contrary, either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. 8.6 If either party is in breach hereof, the other may terminate this agreement with immediate effect upon thirty (30) days' written notice, unless the breach is cured within that thirty-day period. If the breach is governed by giving written notice Section 6.5 herein ("Force Majeure"), the 30-day cure period will be extended day-for-day by the number of days, not to exceed 60, that the other party if:is prevented from performing by circumstances beyond its reasonable control. 8.7 Termination shall be prospective only and shall not affect the obligations of the parties hereto, which were incurred prior to such termination or any of the warranties and indemnities contained herein or the provisions of Section 9 below (a) the other party fails regarding confidentiality). In no event shall Bank One be entitled to pay any amount due under this agreement on the due date sue for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term specific performance of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, Agreement by TERI with respect to the guaranty ▇▇ ▇oans other party in any jurisdiction than those as to which it is subject that has an effect equivalent or similar a binding commitment shall have been made prior to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part sending of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms notice of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 prejudicedAgreement.

Term and Termination. 16.1 16.1. This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) 16.1.1. either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) 16.1.2. otherwise terminated in accordance with the provisions of this agreement.; 16.2 16.2. 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 if: (a) 16.2.1. 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; (b) 16.2.2. the other party commits a material breach of any other term of this agreement and which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c) 16.2.3. the 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 inconsistent with it having the intention or ability to give effect to the terms of this agreement; 16.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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 ▇▇▇ ▇▇▇▇ ; 16.2.5. 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 compromise or arrangement with its creditors 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; 16.2.6. 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 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; 16.2.7. 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; 16.2.8. 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; 16.2.9. 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; 16.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 16.2.11. 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 the other party being deemed bankrupt or insolventevents mentioned in clause 16.2.4 to clause 16.2.10 (inclusive); (d) 16.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 16.3. On termination of this agreement for any reason: (a) 16.3.1. all licences granted under this agreement shall immediately terminate; (b) 16.3.2. 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; (c) the Supplier 16.3.3. ISUMO may destroy or otherwise dispose of any of the Customer Data in its possessionpossession unless ISUMO receives, no later than ten 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. ISUMO 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 not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ISUMO in returning or disposing of Customer Data; and (d) 16.3.4. 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. 16.1 13.1 This agreement shallAgreement shall take effect February 1, 2000, and have an initial term of three (3) years, unless otherwise earlier terminated as provided for in this clause 16Agreement, commence on the date stated on the Order Form and shall continue for the initial term and, in force and effect thereafter, this until replaced by another agreement shall be automatically renewed for successive periods of 12 months (each or terminated by either Party upon 90 days written notice to the other. Notwithstanding a Renewal Period), unless: (a) either party notifies the other party notice of termination, this Agreement shall remain in writing, at least 90 effect until replaced by another agreement negotiated or arbitrated between the Parties pursuant to applicable law within 365 calendar days before from the end date that the notice of the Initial Subscription Term or any Renewal Period, in which case this agreement termination was received. This Agreement shall terminate upon on the expiry 366th day after the date that the notice of termination was received if the applicable Initial Subscription Term Agreement has not been superseded by another agreement. If this Agreement is terminated, each Party agrees to disconnect from each other’s network. 13.2 Notwithstanding 13.1, this Agreement shall be terminated in the event that: a) the FCC revokes, cancels, does not renew or Renewal Period; orotherwise terminates WALLC’s authorization to provide CMRS in the area served by CenturyTel, or the Commission revokes, cancels, or otherwise terminates CenturyTel’s certification to provide local service; (b) otherwise either Party becomes bankrupt or insolvent, makes a general assignment for the benefit of, or enters into any arrangement with creditors, files a voluntary petition under any bankruptcy, insolvency or similar laws, or proceedings are instituted under any such laws seeking the appointment of a receiver, trustee or liquidator instituted against it which are not terminated in accordance with the provisions within 60 days of this agreementsuch commencement. 16.2 Without affecting any other 13.3 Either Party shall have the right or remedy available to it, either party may terminate this agreement with immediate effect by giving Agreement upon written notice to the other party ifParty in the event: (a) a Party is in arrears in the other party fails to pay payment of any undisputed amount due under this agreement on Agreement for more than 90 days, and the due date Party does not pay such sums within 10 business days of the other Party’s demand for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a Party is in material breach of any other term the provisions of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within continues for a period of 60 thirty days after being notified the other Party notifies the breaching Party in writing to do so; (c) any event occursof such breach, 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or including a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control detailed written statement of the other party (within the meaning of section 1124 nature of the Corporation Tax Act 2010)breach. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement 13.4 If required by the Commission, no actual service disconnection shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any occur without prior approval of the Customer Data in its possession; 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 prejudicedCommission.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in 13.1 The term of this clause 16, Agreement will commence on the date stated Effective Date and continue on a country-by-country and Licensed Product-by-Licensed Product basis and end, separately in each such country and for each such Licensed Product, upon the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods latter of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, last day that at least 90 days before the end of the Initial Subscription Term or any Renewal Periodone Valid Claim exists, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise the fifteenth (15th) anniversary of the day of the First Commercial Sale, or c) the expiration of the last form of Market Exclusivity (the “Term”), unless terminated earlier in accordance with the provisions of this agreementAgreement. 16.2 Without affecting any other right or remedy available to it, either party 13.2 Licensee may terminate this agreement with immediate effect Agreement without cause by giving at least ninety (90) days’ written notice thereof to the other party if: (a) the other party fails ▇▇. Licensee shall pay WU all amounts due and owing to pay any amount due WU 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; (b) the other party commits a material breach Agreement as of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right above mentioned ninety (90) day notice period, within [***] days after receipt of an invoice from WU for such amounts. Licensee may also terminate this Agreement by giving written notice thereof to claim damages WU in respect the event ▇▇ commits a breach of any provision of this Agreement and fails to cure such breach within [***] days after the day that Licensee gives notice to ▇▇ of such breach. 13.3 WU may terminate this Agreement by giving written notice thereof to Licensee in the event Licensee commits a material breach of any provision of this Agreement and fails to cure such breach within [***] days after the day that ▇▇ gives Licensee written notice of such breach, provided that the parties have exhausted the dispute resolution provisions in Section 15.18. Licensee agrees and acknowledges that Licensee’s failure to (a) fully satisfy any of the Diligence Milestones set forth in this Agreement (as may be adjusted or extended by mutual agreement which existed at by the parties); and/or (b) timely pay WU the amounts owed under Sections 5 and 9 will be considered a breach of this Agreement. In addition, ▇▇ may immediately terminate this Agreement by giving written notice thereof to Licensee in the event that Licensee (i) becomes insolvent, bankrupt, or before is otherwise unable to pay its debt(s) to WU by the due date(s), (ii) suffers the appointment of a receiver, receiver and manager, or administrative receiver of the whole or any part of its assets or undertaking, (iii) a resolution is passed, for its winding up (other than for the purpose of amalgamation or reconstruction), or (iv) it enters into any arrangement with its creditors or suffers any distress or execution to be levied on its goods. 13.4 On the date of earlier termination of this Agreement, all license rights granted to Licensee under Section 2 shall terminate. Licensee agrees to, promptly upon the earlier termination of this Agreement, deliver to WU all originals, copies, reproductions and summaries of all Tangible Research Property, Technical Information and Confidential Information, in each instance in the format in which it exists at the time of the earlier termination of this Agreement, or in another mutually agreed format. The expiration or earlier termination of this Agreement shall not relieve Licensee of its obligation to account for and make payment to WU of any amount due hereunder including, without limitation, under Sections 5 and 9. Licensee may, upon prior written consent from WU, which shall not be affected unreasonably withheld, request a wind down period not to exceed [***] months following the date of such earlier termination, which will allow the Licensee to continue selling Licensed Product for the duration of the agreed upon wind down period, provided that Licensee pays to WU the applicable royalty or prejudicedother amounts due on such Sales of Licensed Product in accordance with the terms and conditions of this Agreement. In the event that the Licensee terminates this Agreement under Section 13.2 or Section 13.4, the parties agree Licensee’s obligation under Section 5.3 to pay Non-Patent Royalty Rate on Net Sales, for those Sales of Licensed Product by Licensee and its Affiliates for the applicable term set forth therein shall survive such termination for the remainder of the term as set forth in 13.1.

Term and Termination. 16.1 15.1. This agreement shall, unless otherwise terminated as provided Agreement shall be deemed to have been concluded in this clause 16, the Kingdom of Saudi Arabia and shall commence on the date stated your Establishment’s account was set up on the Order Form American Express Saudi Arabia system and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) thereafter until it is terminated by either party notifies the other party of termination, in writing, at least 90 giving not less than thirty (30) calendar days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 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 ifor until it is terminated under any of the following circumstances (whichever occurs earlier): 15.1.1. If either party materially breaches its obligations under this Agreement and fails to remedy such a breach within thirty (30) calendar days after written notice from the other party specifying such a breach, then the party not in breach may terminate this Agreement immediately by written notice. 15.1.2. If: (ai) you become insolvent or enter bankruptcy, receivership or administration, or make an assignment for the other party fails to pay any amount due under benefit of creditors generally and we have all evidence proving this agreement on the due date for payment situation and remains in default not less than 14 days after being notified in writing to make such paymentnotify you of them; (bii) the other party commits a material breach you suffer an execution, attachment, repossession of any other term or foreclosure on all or substantially all of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do soyour assets; (ciii) you cease all or a substantial portion of your business or operations; (iv) you undergo a merger or substantial change in ownership or control; or (v) any event occurs, or proceeding is takenseries of events occur, whether related or not, which in our opinion may affect your willingness to comply with respect any of your obligations under this Agreement or to the Cardmember(s) in question; then this Agreement shall terminate automatically and all debts and obligations owed to us shall be deemed immediately due and payable. We shall be entitled to maintain a reserve from payments due to you and/or take such other party in any jurisdiction action as we may be entitled to which it is subject that has an effect equivalent under this Agreement of under applicable law or similar to the other party being deemed bankrupt or insolvent;equity. (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control 15.2. You shall notify us immediately of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose occurrence of any of the Customer Data events described in its possession; andSubsection 15.1.2 (i) to (v) above. (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 15.3. Notices of termination shall be effective immediately upon receipt thereof. 15.4. Immediately upon termination, you shall: (i) remove our name, trademarks, service marks and other proprietary marks, materials and the equivalent, and await our instructions as to the disposal thereof; and (ii) submit all Charges and Credits incurred prior to termination. 15.5. The rights and obligations with respect to Charges and Credits made prior to the effective date of the termination of this Agreement shall remain applicable to such Charges or Credits following termination, whether such Charges or Credits are processed by us before or after termination. 15.6. All obligations and rights of a continuing nature including, but not be affected or prejudicedlimited to, Full Recourse shall survive termination of this Agreement.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in 15.1 The initial term of this clause 16, commence Agreement shall start on the date stated on the Order Form Effective Date and shall continue for until terminated by a Party as provided herein. 15.2 Either Party may provide the initial term andother Party with written notice of its intent to terminate this Agreement at least thirty (30) days prior to the date of such termination. Where a Party gives notice of termination of this Agreement pursuant to the foregoing, thereafterunless the Parties agree otherwise, all Work Orders then in effect will continue in force until they have been completed or expired pursuant to their terms. A Party may terminate a Work Order without terminating this agreement Agreement in its entirety in which case only the Work Order so terminated shall be automatically renewed for successive periods terminated. 15.3 This Agreement may be terminated immediately by the non-defaulting Party if any of 12 months (each a Renewal Period), unlessthe following events of default occur: (a1) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term a Party materially fails to perform or comply with this Agreement or any Renewal Periodprovision hereof and the same is not cured within 10 Business Days of written notice of such default; (2) a Party becomes insolvent or confirms in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors; (3) a petition under any foreign, in which case this agreement shall terminate upon United States or Canadian bankruptcy act, receivership statute or the expiry of the applicable Initial Subscription Term like, as they now exist or Renewal Periodas they may be amended, is filed by a Party; or (b4) otherwise terminated such a petition is filed by any third party or an application for a receiver is made by anyone and such petition or application is not resolved in accordance with favour of the provisions of this agreementParty within ninety (90) days. 16.2 Without affecting any other right or remedy available to it15.4 On termination for default, either party may terminate this agreement with immediate all Work Orders and Change Requests then in effect by giving written notice shall also terminate, each Party shall stop using and return to the other party if: Party all property and Confidential Information of that other Party (a) including all Products and Deliverables in 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; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurscustody, possession 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 Customer but not as yet fully paid for), and Customer shall delete and destroy all copies of the Corporation Tax Act 2010). 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return Specifications and make no further use of any equipmentDocumentation, property, Documentation and other items (and all copies of themDeliverables other than Products provided under license (provided such license continues following and notwithstanding such termination) belonging to or rented or leased, and all rights, licenses or permissions granted herein shall terminate. 15.5 Notwithstanding the other party; (c) termination of the Supplier may destroy or otherwise dispose Agreement, Sections 1, 4, 5, 6, 7, 10, 11, 12, 13 and 14 shall survive such termination and remain in force. Further, termination does not relieve any Party of any of the Customer Data in its possession; 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 liability accruing at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 16.1 11.1. This agreement shall, unless otherwise terminated as provided in Clause 6.2 and this clause 1610, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 30 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 11.2. Without affecting prejudice to any other right rights or remedy available remedies to itwhich the parties may be entitled, either party may terminate this agreement with immediate effect by giving written notice without liability to the other party if: (a) 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; (b) the other party commits a material breach of any other term of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within a period seven (07) days of 60 days after that party being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to of the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardybreach; or (fb) there an order is made or a change of control resolution is passed for the winding up of the other party (within party, or circumstances arise which entitle a court of competent jurisdiction to make a winding- up order in relation to the meaning of section 1124 of the Corporation Tax Act 2010)other party. 16.3 11.3. On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may shall not destroy or otherwise dispose of any of the Customer Data in its possession; andpossession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the destruction or disposal of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days from the date of Termination, provided that the Customer has, at that time, paid all undisputed fees and charges outstanding at and resulting from termination. (d) any rights, remedies, obligations The Supplier shall refund the Customer (for work left undone) or liabilities of the parties that have accrued up to Customer shall pay 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 prejudicedSupplier (for work done) on a pro-rated basis.

Term and Termination. 16.1 13.1 This agreement shallAgreement shall take effect as of the date it is signed by both Parties and have an initial term of one year, unless otherwise earlier terminated as provided for in this clause 16Agreement, commence on the date stated on the Order Form and shall continue for the initial term and, in force and effect thereafter, this until replaced by another agreement shall be automatically renewed for successive periods of 12 months (each or terminated by either Party upon 30 days written notice to the other. Notwithstanding a Renewal Period), unless: (a) either party notifies the other party notice of termination, this Agreement shall remain in writing, at least 90 effect until replaced by another agreement negotiated or arbitrated between the Parties pursuant to applicable law within 365 calendar days before from the end date that the notice of termination was received. This Agreement shall terminate on the Initial Subscription Term or any Renewal Period, in which case 366th day after the date that the notice of termination was received if the Agreement has not been superseded by another agreement. If this agreement is terminated, each Party agrees to disconnect from each other’s network. 13.2 Notwithstanding 13.1, this Agreement shall terminate upon be terminated in the expiry of event that: a) the applicable Initial Subscription Term FCC revokes, cancels, does not renew or Renewal Period; orotherwise terminates SPCS's authorization to provide CMRS in the area served by CenturyTel, or the Commission revokes, cancels, or otherwise terminates CenturyTel’s certification to provide local service; (b) otherwise either Party becomes bankrupt or insolvent, makes a general assignment for the benefit of, or enters into any arrangement with creditors, files a voluntary petition under any bankruptcy, insolvency or similar laws, or proceedings are instituted under any such laws seeking the appointment of a receiver, trustee or liquidator instituted against it which are not terminated in accordance with the provisions within 60 days of this agreementsuch commencement. 16.2 Without affecting any other 13.3 Either Party shall have the right or remedy available to it, either party may terminate this agreement with immediate effect by giving Agreement upon written notice to the other party ifParty in the event: (a) a Party is in arrears in the other party fails to pay payment of any undisputed amount due under this agreement on Agreement for more than 90 days, and the due date Party does not pay such sums within ten business days of the other Party’s demand for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a Party is in material breach of any other term the provisions of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within continues for a period of 60 thirty days after being notified in writing to do so; (c) 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 Party notifies the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceasesbreaching Party of such breach, or threatens to suspend or cease, carrying on all or including a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control detailed statement of the other party (within the meaning of section 1124 nature of the Corporation Tax Act 2010)breach. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies This Agreement shall be effective from and after the other party Effective Date and shall remain in full force and effect for a term of terminationtwenty (20) years (the “Initial Contract Period”) from the Effective Date, in writing, at least 90 days before the end of the Initial Subscription Term unless renewed or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term extended as hereinafter provided or Renewal Period; or (b) otherwise sooner terminated in accordance with the provisions of this agreementSection 4. 16.2 Without affecting any other right or remedy available (b) Subsequent to it, the Initial Contract Period this Agreement shall be automatically renewed from year to year unless either party may shall notify the other, not less than ninety (90) days prior to the end of any Contract Year, that it does not intend to renew, in which event this Agreement shall terminate and, except as specifically provided herein, neither party shall have any further rights or obligations hereunder. (c) This Agreement shall terminate upon the first to occur of the following: (i) The receipt of notice from either party of its intention not to renew pursuant to and in accordance with Section 4(b) hereof: (ii) At the option of either party (referred to in this agreement with immediate effect by giving Section 4 as the “Nondefaulting Party”) upon written notice to the other party if: (areferred to in this Section 4 as the “Defaulting Party”), after the occurrence of an Event of Default (as defined in Section 4(d) below) by 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 paymentDefaulting Party; (biii) Upon termination of the other party commits a material breach VAR Agreement for any reason; or (iv) At the option of the VAR, thirty (30) days after notice of any other term increase in the monthly service fees pursuant to Section 3(a), provided that the VAR notified InterSystems of this agreement and its intention to so terminate within seven (if 7) days of the VAR’s receipt from InterSystems of such breach is remediable) fails to remedy that breach within a period notice of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent;increase. (d) The following events shall constitute Events of Default: (i) The VAR shall fail to make any payment of the charges referred to in Section 3 when the same shall become due and payable and such failure shall continue for a period of fifteen (15) days after notice thereof from InterSystems to the Customer.. (ii) Either party (the “Defaulting Party”) shall fail in any material respect to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder, and such failure shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof by the other party suspends or ceases, or threatens (the “Nondefaulting Party”) to suspend or cease, carrying on all or a substantial part of its business;the Defaulting Party. (e) In addition to, or as an alternative to, terminating this Agreement if an Event of Default occurs, the other party's financial position deteriorates so far Nondefaulting Party may, at its sole option, (i) proceed to pursue any and all available legal or equitable remedies against the Defaulting Party and/or (ii) without being under any obligation whatsoever to do so, negotiate a settlement with the Defaulting Party providing for extensions of time of payment or performance by the Defaulting Party on such terms as to reasonably justify the opinion that its ability to give effect may be acceptable to the terms of this agreement is in jeopardy; or (f) there is a change of control of Nondefaulting Party and the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)Defaulting Party. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 15.1. This agreement shall, unless otherwise terminated as provided in this clause 16, commence Agreement commences on the date stated on the Order Form Commencement Date and shall will continue for the initial term Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless: (a) 15.1.1. either party Party notifies the other party of terminationParty in writing that it does not wish to renew this Agreement, in writing, at least 90 not less than 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) 15.1.2. otherwise terminated in accordance with the provisions of this agreementAgreement. 16.2 Without affecting any other right or remedy available to it, either party 15.2. Either Party may terminate this agreement with immediate effect by giving written notice to Agreement immediately if the other party ifParty: (a) 15.2.1. is in material breach of any of the other party obligations, agreements, terms and conditions of this Agreement; 15.2.2. fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 30 days after being notified in writing to make such payment; (b) 15.2.3. repeatedly breaches any of the other party commits a material breach of any other term terms of this agreement and (if in such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far 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 this agreement is in jeopardyagreement; or (f) there 15.2.4. becomes insolvent or unable to pay its debts as they fall due; is a change subject to any liquidation, receivership, examinership, administration or similar procedure in any jurisdiction; enters into any composition or arrangement for the benefit of control its creditors; or takes any step toward any of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).above; 16.3 On termination 15.3. Termination or expiry of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and (d) will not affect any rights, remedies, obligations or liabilities of the parties Parties that have accrued up to the date of terminationtermination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 15.4. Upon termination or expiry of this Agreement: 15.4.1. all rights granted to the Licensee to receive the benefit of the Services will cease; 15.4.2. the Licensee must immediately pay to the Licensor any sums due to the Licensor under this Agreement; 15.4.3. the Licensor must immediately destroy or return to the Licensor (at the Licensor's option) all copies of any Licensor software then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so; 15.4.4. the Licensor shall not be affected use reasonable endeavours to delete all Licensee Data within its control within 30 days of termination; and 15.4.5. any clauses which are expressly or prejudicedimpliedly intended to survive the termination or expiry of this Agreement, including clauses 1, 9, 11, 12, 15, 16, 18, 20 and 21, shall do so.

Term and Termination. 16.1 13.1 This agreement shall, unless otherwise terminated as provided in this clause 1613, commence on the date stated on the Order Form Effective Date and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods duration of 12 months (each a Renewal Period), the project unless:; (a) 13.1.1 either party notifies the other party of termination, in writing, at least [90 days days] before the 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 (b) 13.1.2 the agreement is otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the “Term”. 16.2 13.2 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 if: (a) 13.2.1 the other party fails to pay any amount due under this agreement (or any other agreement between the parties) on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) 13.2.2 the other party commits a material breach of any other term of this agreement and (or any other agreement between the parties) which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 14 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to 13.2.3 the other party repeatedly breaches any of the terms of this agreement (or any other agreement between the parties) in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or such a substantial part of its business; (e) the other party's financial position deteriorates so far 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 this agreement is in jeopardyagreement; or 13.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily (f) there is a change save for the purposes of control of solvent reconstruction or amalgamation); or the other party (within being an individual) is the meaning subject of section 1124 a bankruptcy petition or order; of if a receiver or administrative receiver is appointed in respect of the Corporation Tax Act 2010).whole or any part of its assets; or if either party makes an assignment for the benefit of or composition with its creditors generally; or if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous events occur with respect 16.3 13.3 On termination or expiry of this agreement for any reason: (a) 13.3.1 all licences granted under this agreement shall immediately terminateterminate and access to the Services and Voicescape Materials shall cease; (b) 13.3.2 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; (c) the Supplier 13.3.3 Voicescape may destroy or otherwise dispose of any of the Customer Client Data in its possession; andpossession unless Voicescape receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Voicescape shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Voicescape in returning or (d) 13.3.4 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. 16.1 This agreement shall, unless 14.1 Unless otherwise terminated as provided for in this clause 16Agreement, commence on this Agreement shall become effective as of the date stated on the Order Form Effective Date and remain in effect for a period of three (3) years and shall continue automatically renew for the initial term andadditional successive two (2) year periods thereafter (each, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of Term” and together with the Initial Subscription Term or any Renewal PeriodTerm, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or “Term”) up to eight (b) otherwise 8) years unless terminated in accordance with the provisions terms of this agreementAgreement. 16.2 Without affecting 14.2 If either GEHC or Purchaser (a) fails to materially perform any other of its obligations under this Agreement, or (b) materially breaches any representation or warranty made by it herein, then the non-defaulting party shall have the right or remedy available to it, either party may terminate this agreement with immediate effect by giving Agreement if such default or breach shall not have been cured within [****] days after the non-defaulting party has given written notice to the other defaulting party if: (a) specifying the other party nature of such default or breach. Notwithstanding the foregoing, in the event that Purchaser fails to pay make payment for any amount due under and payable hereunder when due, GEHC shall have the right to terminate this agreement on the due date for payment and remains in default not less than 14 Agreement [****] days after being notified in writing written notice from GEHC of its intent to make such payment; (b) the other party commits a material breach of any other term of this agreement and (terminate for non-payment if such breach payment is remediable) fails to remedy that breach not made within such [****] day period or if such occurance of late payment occurs [****] times within a period of 60 days after being notified in writing to do so;rolling [****] months period. (c) any event occurs, or proceeding is taken, with respect to the other 14.3 This Agreement may be terminated immediately by either party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; event of (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (ei) the other party's financial position deteriorates so far as to reasonably justify ’s insolvency, receivership, or voluntary or involuntary bankruptcy, (ii) an assignment by the opinion that its ability to give effect to other party for the terms benefit of this agreement is in jeopardycreditors; or or (fiii) there is a change of control any substantial part of the other party party’s property being or becoming subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released or satisfied within thirty (within the meaning of section 1124 of the Corporation Tax Act 2010)30) days thereafter. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 ‌ 14.1 This agreement shall, unless otherwise terminated as provided in this clause 1614, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 30 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 14.2 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 if: (a) 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 7 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 7 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to the other party repeatedly breaches any of the terms of this agreement in any jurisdiction such a manner as to which reasonably justify the opinion that its conduct is inconsistent with it is subject that has an having the intention or ability to give effect equivalent or similar to the other party being deemed bankrupt or insolventterms of this agreement; (d) the other party suspends takes any step or ceasesaction in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (e) the other party suspends, or threatens to suspend suspend, or cease, carrying ceases or threatens to cease to carry on all or a substantial part of its business. 14.3 Without prejudice to any other rights or remedies to which ODS may be entitled, ODS may immediately on notice to the Customer terminate the Agreement without liability (subject to Error! Reference source not found.) to the Customer if: (a) ODS’ agreement with SAP terminates for any reason; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (fb) there is a change of control of the other party (within the meaning of section 1124 Customer such that control of the Corporation Tax Act 2010Customer is acquired by, or the Customer or a member of its Group acquires control of, a competitor of ODS; or (c) the Customer develops software or services that are competitive with the Software or the Services. 14.4 In the event that ODS terminates this Agreement under clause 14.3(a) part way through the Initial Subscription Term or any Renewal Period (as applicable), ODS shall refund to the Customer Annual Subscription Fees pro-rated to the unexpired remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 16.3 14.5 On termination of this agreement for any reason: (a) all rights and licences granted to use the Services under this agreement shall immediately terminate; (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; (c) the Supplier ODS may destroy or otherwise dispose of any of the Customer Data in its possessionpossession unless ODS receives, no later than ten 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. ODS 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 not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ODS 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. 16.1 2.14.1. This agreement shall, unless otherwise terminated as provided in this clause 16Schedule 2, paragraph 2.14, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for a successive periods of 12 months (each a Renewal Period)Periods, unless: (ai) either party notifies the other party of termination, in writing, at least 90 60 days before the 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 (bii) otherwise terminated in accordance with the provisions of this agreement; iii) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2 2.14.2. 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 if: (ai) 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; (bii) the other party commits a material breach of any other term of this agreement and which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 28 days after being notified in writing to do so; (ciii) the 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 inconsistent with it having the intention or ability to give effect to the terms of this agreement; iv) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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, 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 Act 1986; v) 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 compromise or arrangement with its creditors 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; vi) 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 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; vii) 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; viii) 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; ix) 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; x) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; xi) 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 the other party being deemed bankrupt or insolventevents mentioned in Schedule 2, paragraph 2.14.2.iv) to Schedule 2, paragraph 2.14.2.x) (inclusive); (dxii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (fxiii) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).party; or 16.3 2.14.3. On termination of this agreement for any reason: (ai) all licences granted under this agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (bii) 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; (ciii) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possessionpossession in accordance with Schedule 2, paragraph 2.5.4.iii), unless the Supplier receives, no later than ten 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 not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (div) 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. 16.1 This agreement 13.1 The Agreement shall, unless otherwise terminated as provided in this clause 1614, commence on the date stated on the Order Form Effective Date, and shall continue for the initial term Initial License Term and, thereafter, this agreement the Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period), ”) unless: (a) 13.1.1 either party Party notifies the other party Party of termination, in writing, at least 90 ninety (90) days before the end of the Initial Subscription License Term or any Renewal Period, in which case this agreement the Agreement shall terminate upon the expiry of the applicable Initial Subscription License Term or Renewal Period; or (b) 13.1.2 otherwise terminated in accordance with these terms and conditions, and the provisions of this agreementInitial License Term together with any subsequent Renewal Periods shall constitute the “License Term”. 16.2 13.2 Without affecting any other right or remedy available to it, either party Party may terminate this agreement with immediate effect by giving written notice to the other party Party if: (a) 13.2.1 the other party Party fails to pay any amount due under this agreement Agreement on the due date for payment and remains in default not less than 14 thirty (30) days after being notified in writing to make such payment; (b) 13.2.2 the other party Party commits a material breach of any other term of this agreement and Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 thirty (30) days after being notified in writing to do so; (c) any event occurs13.2.3 the other Party becomes insolvent or unable to pay its debts as they fall due or become subject to, or proceeding is takentakes any steps to invoke, with any law, proceedings, procedure or third party action preliminary or relating to its insolvency, winding-up, liquidation, administration or receivership (or any analogous proceedings in any jurisdiction) or any enforcement of any security against such Party, or to a rescheduling, composition or arrangement in respect to of any of the Party’s debts; or 13.2.4 the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On 13.3 Upon termination of this agreement Agreement for any reason: 13.3.1 all licences granted to the Customer and the provision of all Services to the Customer shall cease; 13.3.2 the Customer must immediately cease accessing Bleepa and notify Authorised Users of the termination of this Agreement; and 13.3.3 the Customer agrees to pay Feedback for the Services which have been performed by Feedback in accordance with this Agreement. 13.4 At the written request of the Customer within ninety (90) days of expiry or earlier termination of this Agreement: 13.4.1 all data (excluding Personal Data), documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services, including without limitation relating to patients or Authorised Users, and all other items provided on loan or otherwise to Feedback by the Customer shall be delivered by Feedback to the Customer provided that Feedback shall be entitled to keep copies to the extent that: (a) all licences granted under this agreement shall immediately terminate; the content does not relate solely to the Services; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging Feedback is required by Law to the other party; keep copies; or (c) Feedback was in possession of such data, documents and records prior to the Supplier may destroy Commencement Date; and 13.4.2 any Personal Data Processed by Feedback on behalf of the Customer shall be returned to the Customer or otherwise dispose destroyed in accordance with the relevant provisions of Appendix 1. 13.5 Nothing in this Agreement shall oblige Feedback to retain any of the Customer Data in its possession; andUser Content after ninety (90) days following expiry or termination of this Agreement. (d) any rights, remedies, obligations 13.6 The expiry or liabilities earlier termination 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 this Agreement shall not be affected affect any obligations which expressly or prejudicedby implication are intended to come into or continue in force on or after such expiry or earlier termination.

Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, (a) The Services will commence on the date stated on Effective Date indicated in the Order Form irrespective of whether Customer has started using them or not and shall will continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end duration of the Initial Subscription Term or any Renewal PeriodTerm. Thereafter, in which case this agreement shall terminate upon the expiry of Order will automatically renew for successive one-month periods unless the applicable Initial Subscription Term or Renewal Period; or (b) otherwise Order is earlier terminated in accordance with the provisions of this agreement. 16.2 Without affecting any other right its terms or remedy available to it, either party may terminate this agreement with immediate effect by giving gives written notice to the other party ifof non-renewal at least 30 days prior to expiration of the then-current term. (b) Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (a) i. the other party fails to pay when due any amount due amounts required to be paid under this agreement on Agreement; ii. the due date for payment other party breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains in default not less than 14 uncured 30 days after being notified the non-breaching party gives written notice thereof to the breaching party; iii. the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets; iv. in writing case of a force majeure event. Unless otherwise specified at Law or pursuant to make a lawful order by any competent Authority, upon termination of the Agreement for whatever reason or deactivation all Customer Content will be removed, erased and destroyed after ninety (90) days from the said termination or deactivation. (c) Company may suspend, deactivate or terminate this Agreement and in either case delete or remove the Customer Content without any liability, at any time and without applying the 90 days as referred to in (b) above; i. if the Services or anything related to such paymentservices is prohibited by the applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason or there is a risk that they might damage the reputation of the Company; ii. if any third party or Authority claims that the Services provided to the Customer/and/or any activity directly or indirectly performed for, by or on behalf of Customer are breaching their rights or are illegal and following notice of such to Customer, Customer fails to provide adequate assurances to the contrary; iii. if the Service has been deactivated, suspended or terminated for a period of more than sixty (60) days in any applicable Term; iv. if ordered to do so by a competent Authority, if the Service and/or Content poses a security risk to the Service of other Customer or any third party, if there is a breach of this Agreement, including non-fulfillment of payment obligations for more than 15 days, if Customer ceases to operate and/or in the ordinary course, makes an assignment for the benefit of creditors or similar disposition of the assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. In all cases where it is reasonably and operationally possible Company will inform Customer with as much prior notice as reasonably practicable. If the Service is suspended in part, the right to access or use any portion or all of the Service, the Customer: (a) remains responsible for all fees and charges that have been incurred through the date of suspension; (b) remains responsible for any applicable fees and charges for any Service to which he will continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the other party commits a material breach date of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do sosuspension; (c) will not be entitled to any event occurs, or proceeding is taken, with respect to service credits under the other party in Service Level Agreements for any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolventperiod of suspension; (d) will not have the other party suspends Content erased as long as there is not a specific order by a competent Authority or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its businessas specified elsewhere in this Agreement; (e) Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. Customer shall also immediately destroy all copies of any software provided by Company as part of any Service and shall not make any further use of such Service and software. Any retention or use of such software and Service will be illegal. The provisions of Sections 3(d), 4, 5.1, 8, 10, 11, 12 and 14 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms for any indebtedness or other liability theretofore arising under this Agreement. Termination of this agreement is Agreement and retention of pre-paid fees and charges shall be in jeopardy; oraddition to, and not be in lieu of, any other legal or equitable rights or remedies to which Company may be entitled; (f) there is a change of control of Within 30 days after the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 On termination of this agreement Agreement, Customer will pay the Company an amount equal to one hundred percent (100%) of the fees that would become due over the balance of the then-current Term ("Termination Charge") to Company unless (i) Company terminated the Order under Section 3(c) or (ii) Customer terminated the Order under Section 3(b). The parties agree that the Termination Charge constitutes consideration for any reason: (aCompany's time, effort and expense in preparing and reserving the capacity to perform its obligations hereunder, as actual damages are difficult to ascertain. If Customer terminates the Order in accordance with Section 3(b) all licences granted under this agreement shall immediately terminate; (b) each party Company shall return to Customer, and make no further use of any equipmentCustomer shall accept, property, Documentation as Customer's sole and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any exclusive remedy for Company's breach of the Order, any Service Fees paid in advance by Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities hereunder attributable to Services not yet rendered as 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. 16.1 10.1 This agreement Agreement shall, unless otherwise terminated as provided in this clause 1610, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Initial Subscription Term and, thereafter, this agreement Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 15 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; 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 Subscription Term. 16.2 10.2 Without affecting any other right or remedy available to it, either party may terminate this agreement Agreement with immediate effect by giving written notice to the other party if: (a) 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; (b) the other party commits a material breach of any other term of this agreement Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 30 days after being notified in writing to do so; (c) 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 the other party being deemed bankrupt or insolvent; (db) the other party suspends takes any step or ceasesaction in connection with its entering administration, provisional liquidation or threatens any composition or arrangement with its creditors. 10.3 Without affecting any other right or remedy available to suspend or ceaseit, carrying on all or a substantial part of its business; (e) ToffeeX may terminate the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give Agreement with immediate effect by giving written notice to the terms of this agreement is in jeopardy; orCustomer if the Customer fails to pay any amount due under the Agreement later than 30 days after the due date for payment (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 10.4 On termination of this agreement Agreement for any reason: (a) all licences granted under this agreement Agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) ToffeeX shall, within 180 days of the date of termination, destroy or otherwise dispose of any of the Customer Data and Customer Design Outputs in its possession; (c) 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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced. 10.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement, including clauses 6 (Charges and Payment), 7 (Proprietary Rights), 8 (Confidentiality), 99 (Limitation of Liability), 1010 (Term and Termination) and 1111 (General).

Term and Termination. 16.1 19.1 This agreement shallAgreement shall commence as of the Commencement Date and, unless otherwise sooner terminated as provided in this clause 16Clause 19 or in Clauses 5.2, commence on the date stated on the Order Form and 5.7, 5.11 or 5.13, shall continue in full force and effect for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise Term. Unless terminated in accordance with the provisions of this agreement. 16.2 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 if:served at least six (6) months prior to expiry, this Agreement shall be extended automatically for successive […***…] at the end of the Initial Term and any subsequent term. 19.2 In the event that a party materially fails to fulfil or breaches any material term or condition of this Agreement, and in case such failure or breach should if capable of remedy not be remedied by the party concerned or if not capable of remedy the party concerned should not have offered and paid full compensation therefor, in each case within […***…] days of written notice of such breach (a[…***…] days of written notice if the breach is a failure to pay under this Agreement) — which notice shall have to include specific reference to this section of this Agreement - given by the other party, the other party may terminate this Agreement, effective upon the expiration of such […***…] days’ ([…***…] days, as the case may be) written notice. Repeated breaches, that are not material individually, represent a material breach of this Agreement if they are material in the aggregate. Time periods under this section shall be suspended during negotiations among the parties until one party informs the other party that it does not wish such suspension to occur. 19.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party, which notice shall be effective upon dispatch, if the other party becomes insolvent, make an arrangement or composition for the benefit of creditors, or in the event that its assets become subject to a receivership, administration or liquidation or come under the control of a receiver, administrator or liquidator or other official appointed by a court or other governmental body or a like event should occur in any jurisdiction. 19.4 In the event that a party experiences a Change of Control (as defined below) the other party fails shall have the right to pay any amount due under terminate this agreement on the due date for payment and remains in default Agreement by giving not less than 14 days after being notified […***…] month’s written notice of termination to the party experiencing such Change of Control provided that such terminating party provide notice of termination within the […***…] month period immediately following the Change of Control. “Change of Control” as used in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is takenClause 19.4 means, with respect to a party: (1) the other sale of all or substantially all of such party’s assets or business relating to this Agreement; (2) a merger, reorganization or consolidation involving such party in any jurisdiction which the voting securities of such party outstanding immediately prior thereto cease to which it is subject that has an effect equivalent represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger, reorganization or similar to the other party being deemed bankrupt consolidation; or insolvent; (d3) the other party suspends a person or ceasesentity, or threatens to suspend group of persons or ceaseentities, carrying on all acting in concert (other than financial investment groups who do not have a primary business for the development and/or commercialization of pharmaceutical products) acquire more than fifty percent (50%) of the voting equity securities or a substantial part of its business; (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (f) there is a change of management control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010)such party. 16.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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. 16.1 12.1 This agreement shall, unless otherwise terminated as provided in this clause 1612, commence on the date stated on the Order Form Effective Date and shall continue for the initial term Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies notifies the other party of termination, in writing, termination via our auto renewal process within your personal settings at least 90 30 days before the 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 (b) otherwise terminated in accordance with the provisions of this agreement. 16.2 12.2 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 if: (a) 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 thirty days after being notified notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 10 days after being notified in writing notified to do so; (c) any event occurs, or proceeding is taken, with respect to the other party in commences negotiations with all or any jurisdiction class of its creditors with a view to which it is subject rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that has an effect equivalent or similar to the other party being deemed bankrupt with one or insolventmore other companies or the solvent reconstruction of that other party; (d) 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 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; (e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (ef) the other party's financial financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or; (f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 12.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminateterminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (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; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possessionpossession unless the Supplier receives, no later than ten 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 not due at the date of 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 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. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, 14.1 The Agreement shall commence on the date stated on the Order Form Commencement Date and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) unless terminated earlier by either party notifies the other party of termination, in writing, at least 90 days before the 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 (b) otherwise terminated Party in accordance with the provisions terms of this agreementclause 14.2 or by the Publisher in accordance with clause 14.4) shall continue in force for the Term. 16.2 14.2 Without affecting prejudice to any other right rights that have accrued under the Agreement or remedy available to itany of its rights or remedies, the Agreement may be terminated by either party may terminate this agreement Party with immediate effect by giving written notice to the other party if: (a) 14.2.1 the other party Party fails to pay any amount due under this agreement the Agreement on the due date for payment and remains in default not less for more than 14 ten (10) days after being notified in writing to make such payment; (b) 14.2.2 the other party Party commits a material breach of any other term of this agreement the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 thirty (30) days after being notified in writing to do so, or the other Party commits a material breach of the Agreement which is incapable of remedy; (c) any event occurs, or proceeding is taken, with respect to 14.2.3 the other party Party repeatedly breaches any of the terms of the Agreement in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent; (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or such a substantial part of its business; (e) the other party's financial position deteriorates so far 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 this agreement is in jeopardythe Agreement; or (f) there is 14.2.4 the other Party ceases to do business, becomes unable to pay its debts when they fall due, becomes insolvent, has a change of control receiver, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, an order or resolution is made for its dissolution or liquidation (other party (within than for the meaning purpose of section 1124 of the Corporation Tax Act 2010)solvent amalgamation or reconstruction) or enters into liquidation whether compulsorily or voluntarily. 16.3 On termination of this agreement for 14.3 Without affecting any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipmentother right or remedy available to it, property, Documentation and other items (and all copies of them) belonging the Publisher may terminate the Agreement on giving not less than 1 months’ written notice to the other party;Client. (c) the Supplier may destroy or otherwise dispose of 14.4 The Purchaser may, without prejudice to any of the Customer Data in its possession; and (d) any rights, remedies, obligations or liabilities of the parties rights that have accrued up to under the date Agreement or any of terminationits rights or remedies, including terminate the right to claim damages in respect of any Agreement immediately on the Client’s breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedclause 12.1.